Comments from the Board of Momentum Group AB (publ) on the mandatory public offer from Nordstjernan AB

Momentum Group AB's (publ) principal owner Nordstjernan Aktiebolag ("Nordstjernan") announced today, 5 November 2020, a mandatory public offer for the remaining shares in Momentum Group (the "Offer") with a purchase consideration of SEK 120.00 per share. The Board of Momentum Group AB ("Momentum Group" or the "Company") has for this reason instructed the independent directors on the Board to form an independent bid committee to evaluate the Offer and thereafter to make public a statement no later than two weeks before the end of the Offer's acceptance period on 4 December 2020.

On 28 October 2020, Nordstjernan announced that it had acquired one (1) additional Class B share in Momentum Group for SEK 120 per share. Following the acquisition, Nordstjernan holds 495,848 Class A shares and 25,901,138 Class B shares in the Company. Nordstjernan's shareholding there­by corresponds to approximately 51.9 percent of all shares and 51.0 percent of the total number of votes in the Company. The obligation to submit a mandatory public offer arose for Nordstjernan due to the acquisition of further shares in the Company in accordance with the Stock Market (Takeover Bids) Act (2006:451) and the Swedish Securities Council's rulings AMN 2019:42 and AMN 2020:14. On 5 November 2020, Nordstjernan therefore submitted a public offer to acquire all of the remaining shares in Momentum Group for a purchase consideration of SEK 120.00 per share. The acceptance period for the Offer will run from 6 November 2020 up to and including 4 December 2020. For further information about the Offer, refer to www.momentum.nordstjernan.se.

In order to address issues related to the Offer, the Board of Momentum Group has on 4 November 2020 instructed the independent Board directors Stefan Hedelius, Göran Näsholm, Gunilla Spongh, Christina Åqvist and Pernilla Andersson to form an independent bid committee to deal with matters concerning the Offer that would normally have been dealt with by the Board as a whole. The Chairman of the Board of Momentum Group AB, Johan Sjö, and Director of Momentum Group AB, Johan Eklund, have, in their capacity as employees of Nordstjernan, disqualified themselves and will therefore not take part in any processing or decisions on issues related to the Offer.

The independent bid committee has been formed with Gunilla Spongh as spokesperson. The committee intends to evaluate the Offer, and will request a Fairness Opinion from an independent expert with respect to the Offer to support the evaluation. The independent bid committee will then make public a statement on the Offer no later than two weeks before the end of acceptance period on 4 December 2020.

Stockholm, 5 November 2020

Momentum Group AB (publ)

For further information, please contact:
Gunilla Spongh, Spokesperson for the independent bid committee - Tel: +46 70 935 25 33

This information was submitted for publication on 5 November 2020 at 5:40 p.m. CET.
 

Momentum Group is a leading reseller of industrial consumables and components, services and maintenance to professional end users in the industrial and construction sectors in the Nordic region. The Group has annual revenue of approximately SEK 9.5 billion and some 2,700 employees. Momentum Group AB (publ) is listed on Nasdaq Stockholm since June 2017. Read more at www.momentum.group

Source: Cision
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