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2025-11-18 20:40:09
This statement is made by the Board of Airthings ASA ("Airthings" or the
"Company") in accordance with Section 6-16 of the Norwegian Securities Trading
Act, in connection with the mandatory cash offer (the "Offer") from Firda AS
("Firda" or the "Offeror") to acquire all issued and outstanding shares in
Airthings not already owned by Firda, for a cash consideration of NOK 0.10 per
share (the "Offer Price"), pursuant to the terms set out in the offer document
prepared by the Offeror and dated 3 November 2025 (the "Offer Document").
The Norwegian Financial Supervisory Authority, in its capacity as the takeover
authority of Norway, has determined that the Board of Directors of Airthings,
excluding the chair Geir Førre and board member Lauga Oskarsdottir, due to their
affiliation with the Offeror (the "Board"), is authorized to issue this
statement on behalf of the Company, cf. section 6-16 (4) of the Norwegian
Securities Trading Act.
Background for the Offer
The Company announced on 11 September 2025 the completion of a private placement
raising gross proceeds of NOK 80 million through the issuance of 800,000,000 new
shares in the Company at a subscription price of NOK 0.10 per share (the
"Private Placement"). Firda was allocated 301,421,960 new shares in the Private
Placement and, in addition, subscribed for 57,934,935 unsubscribed new shares
pursuant to its underwriting commitments in the Private Placement.
Upon delivery of the shares subscribed for in the Private Placement and the
shares subscribed for under its underwriting commitment, Firda become the holder
of 41.69% of the issued shares of the Company and thereby triggering an
obligation to make a mandatory offer for the remaining shares in the Company
that it does not already own, in accordance with Chapter 6 of the Norwegian
Securities Trading Act.
Key terms of the Offer
The complete terms of the Offer are set out in the Offer Document, which has
been approved by the Norwegian Financial Supervisory Authority in accordance
with section 6-14 of the Norwegian Securities Trading Act and subsequently
submitted to all shareholders of the Company with known residence, except for
shareholders who reside in a jurisdiction where the Offer cannot be legally
made. The Offer Document is also available on the following webpage:
www.dnb.no/emisjoner.
Below is a short summary of the Offer based on the information in the Offer
Document. Complete and detailed information about the Offer is set out in the
Offer Document and shareholders are urged to familiarize themselves with the
Offer Document prior to making a decision on whether or not to accept the Offer.
Offer Price: The Offer Price is NOK 0.10 in cash per Airthings share. The Offer
Price is the same as the subscription price in the Private Placement, and
represents the highest payment the Offeror or any of its related parties has
made or agreed to in the six-month period prior to the point at which the
mandatory bid obligation was triggered.
Acceptance Period: The period in which the Offer is open for acceptance is from
and including 4 November 2025 to 2 December 2025 at 16:30 (CET). The Offeror has
stated that the acceptance period will not be extended, unless a new bid is
deemed to have been made, as per section 6-10 (5) of the Norwegian Securities
Trading Act.
It is noted that any acceptance of the Offer by the shareholders will be
irrevocable, meaning that acceptances cannot be withdrawn by the shareholder
once the acceptances have been received by the receiving agent for the Offer.
Conditions: Completion of the Offer is not subject to any conditions.
Financing: Firda will finance the Offer with existing funds. Firda has in
accordance with section 6-10 (7) of the Norwegian Securities Trading Act
provided a bank guarantee, issued by DNB Bank ASA, covering its obligation to
pay for the shares to be purchased pursuant to the Offer. The wording of the
bank guarantee is included in the Offer Document.
Shares covered by the Offer: The Offer comprises all the issued and outstanding
Shares at the date of the Offer
Document other than the Shares already owned by Firda.
Any new shares issued by the Company during or after the Acceptance Period are
not covered by the Offer. Furthermore, the underwriters and subscribers in the
Private Placement have all undertaken not to accept the Offer for any shares
held by them. With respect to the shares to be issued in the subsequent repair
offering, these shares will be issued after completion of the Offer, and thus
not be eligible for acceptance thereof.
Impact on the Company
The Offer will result in the Offeror becoming the owner of all shares validly
tendered under the Offer.
The Offeror has stated in the Offer Document that it has no specific plans to
make changes to the Company's business. Regardless of outcome of the Offer, the
Board notes that with its current shareholding of more than 41%, Firda has and
will continue to have significant influence on the outcome of matters submitted
for the vote at a general meeting of the Company, including appointment of board
members.
Employees
The Offeror has stated in the Offer Document that it has no current plans to
make changes to the Company's workforce or senior management after the
completion of the Offer outside ordinary course of business. While the Offeror
has also stated there are no specific plans to make any reorganisation of the
Company, it has reserved its position pending completion of its review of the
Company following completion of the Offer.
The completion of the Offer will otherwise not in itself have any legal,
economic, or other work-related consequences for the employees of the Company.
Assessment and considerations
The Board urges each shareholder to independently and carefully consider whether
or not to accept the Offer and tender its shares into the Offer, taking into
account, inter alia, the shareholder's investment outlook, views on the
Company's business and prospects as well as other relevant information. In
particular, shareholders should consider the balancing of the offered price and
any impact of a potential reduced future liquidity in and de-listing of the
Company's shares.
The Board notes in this respect that the Offer Price represents a slight
discount compared to recent trading prices of the Company's shares, and as of
the date of this statement, the shares trade just above the Offer Price. The
Board is also of the view that the longer-term value potential of the Company is
greater than what is reflected in the Offer Price. At the same time, the
liquidity in the Airthings' shares is and may continue to be limited, and the
Offer does provide a liquidity option for shareholders seeking to monetize their
shareholding in this situation.
As previously announced and approved by the Company's shareholders at an
extraordinary general meeting on 30 September 2025, the Company has applied for
a de-listing of the Company's shares from Euronext Oslo Børs. As of the date of
this statement, Euronext Oslo Børs has not made a decision with regards to the
de-listing application. When considering whether or not to accept the Offer,
shareholders should therefore take into account its ability and willingness to
remain shareholders in the Company as a non-listed entity.
Ultimately, the suitability of the Offer will depend on each shareholder's
individual financial situation, investment horizon and views. The Board hence
encourages all shareholders to carefully make their own assessments in light of
their own position before concluding whether or not accept the Offer.
The members of the Company's board and management who own shares in the Company
have informed that they do not intend to accept the Offer for their shares.
Furthermore, as follows from previous announcements and the Offer Document, the
underwriters and subscribers in the Private Placement have all undertaken not to
accept the Offer for any shares held by them.
Oslo, 18 November 2025
On behalf of the Board of Directors of Airthings ASA
Øystein Dahl Hem, board member
Lene Fjellheim, board member
Øyvind Birkenes, board member
Laoise Ballance, employee board member
Tore Havsø Sæstad, employee board member
******
For additional information or media requests, please contact:
ir@airthings.com
About Airthings Airthings is a leading global technology company specializing in
award-winning radon detectors and indoor air quality (IAQ) monitors for homes,
workplaces, and schools. With a mission to empower people worldwide to
understand and improve the air they breathe, Airthings offers accessible,
accurate, and user-friendly solutions designed to enhance health and well-being
through simple and affordable technology. Airthings has sold over 1 million
devices worldwide. The company and its products have received the TIME Best
Inventions Award and CES Innovation Award Honor. Headquartered in Oslo, Norway,
with additional offices in the United States, Airthings continues to innovate
and educate on the importance of continuous indoor air quality monitoring. For
more information on Airthings' comprehensive range of IAQ solutions and the
benefits of healthy indoor air, please visit airthings.com.