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Inderes’ Disclaimer can be found here. Detailed information about each share actively monitored by Inderes is available on the company-specific pages on Inderes’ website. © Inderes Oyj. All rights reserved.

ELMRA: Fortum has received clearance of regulatory approvals for the recommended voluntary cash tender offer for Elmera ASA

ELMRARegulatory press release2026-09-03 08:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND,
SOUTH AFRICA AND SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Fortum has received clearance of regulatory approvals for the recommended
voluntary cash tender offer for Elmera ASA
Reference is made to the recommended voluntary cash offer by Fortum Consumer
Solutions AS (the "Offeror"), a company wholly owned by Fortum Oyj ("Fortum"),
to acquire all issued and outstanding shares in Elmera Group ASA ("Elmera"),
except for shares owned by Elmera, at a price of NOK 47 per share on the terms
and conditions set out in the offer document dated 20 August 2026 (the "Offer
Document") (the "Offer"). Reference is further made to the stock exchange
announcement published on 21 August 2026 regarding commencement of the period
where shareholders of Elmera may accept the Offer subject to the terms and
conditions in the Offer Document (the "Offer Period").

The Offeror hereby announces that the Closing Condition (as defined in the Offer
Document) relating to Regulatory Approvals (as defined in the Offer Document) as
set out in Section 3.4 (c) "Conditions for completion of the Offer" of the Offer
Document has been satisfied following clearance by the Norwegian Competition
Authority. Clearances from the competition authorities in Sweden and Finland as
well as the Swedish Inspectorate for Strategic Products have also been obtained.


The Offer remains subject to the other Closing Conditions set out in Section 3.4
"Conditions for completion of the Offer" of the Offer Document, including the
Closing Condition in Section 3.4 (a) "Minimum Acceptance" relating to
shareholders of Elmera representing more than 90% of the issued and outstanding
share capital and voting rights of Elmera on a fully diluted basis having
validly accepted the Offer (as defined and described in the Offer Document).

The Offer Period will expire on 18 September 2026 at 16:30 CEST, subject to any
extensions at the sole discretion of the Offeror, as described in the Offer
Document.

Shareholders who want to accept the Offer must, prior to expiry of the Offer
Period and in accordance with the procedures set out in the Offer Document, duly
complete and return the acceptance form which is included in the Offer Document.
Shareholders who are private individuals and have a Norwegian BankID can accept
the Offer electronically by submitting an Acceptance through the following link:
www.paretosec.com/transactions.

Shareholders who own shares registered in the name of brokers, banks, investment
companies or other nominees, must contact such persons to accept the Offer.

Subject to regulatory restrictions in certain jurisdictions, the Offer Document
is available at the following webpage: www.paretosec.com/transactions

The Offer may only be accepted on the basis of the Offer Document. The complete
terms and conditions for the Offer are set out in the Offer Document.

Advisors

Advokatfirmaet BAHR AS is acting as legal advisor to the Offeror, while Pareto
Securities AS is acting as financial advisor to the Offeror. Advokatfirmaet
Haavind AS is acting as legal advisor to Elmera, while ABG Sundal Collier ASA is
acting as its financial advisor.

Contacts

Fortum
Investors: Ingela Ulfves, tel. +358 40 515 1531 Rauno Tiihonen, tel. +358 50 453
6150 investors@fortum.com

Media: Fortum News Desk, tel. +358 40 198 2843
This information is subject to the disclosure requirements according to section
5-12 of the Norwegian Securities Trading Act.

* * *

IMPORTANT INFORMATION

The terms and conditions of the Offer are governed by Norwegian law and carried
out in conformity with the requirements of Norwegian law. The Offer and the
distribution of this announcement and other information in connection with the
Offer may be restricted by law in certain jurisdictions. The Offer Document and
related acceptance forms will not and may not be distributed, forwarded or
transmitted into or within any jurisdiction where it is prohibited by applicable
law, including, without limitation Australia, Canada, Japan, New Zealand, South
Africa, South Korea and Hong Kong, or any other jurisdiction in which it would
be unlawful. The Offeror does not assume any responsibility in the event there
is a violation by any person of such restrictions. Persons in the United States
should review "Notice to U.S. Holders" below. Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.

This announcement is for information purposes only and is not an offer or a
tender offer document and, as such, is not intended to constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. The Offer is not made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.

FORWARD-LOOKING STATEMENTS

This announcement, oral statements made regarding the acquisition contemplated
by the Transaction Agreement (the "Acquisition") or the Offer, and other
information published by Elmera, Fortum or the Offeror, contain certain
information and statements that may constitute "forward-looking information" or
"forward-looking statements" under applicable securities legislation
("forward-looking statements"). Forward-looking statements are statements that
are not historical facts and are generally, but not always, identified by the
use of words such as "will", "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "continues", "forecasts", "projects", "predicts",
"intends", "anticipates", "aims", "targets" or "believes", or variations of, or
the negatives of, such words and phrases or state that certain actions, events
or results "may", "could", "would", "should", "might" or "will" be taken, occur
or be achieved. Inherent in forward-looking statements are risks, uncertainties
and other factors beyond Elmera's, Fortum's and/or the Offeror's ability to
predict or control.

All statements, other than statements of historical facts, included in this
press release that address future events, developments or performance are
forward-looking statements. Forward-looking statements include, among other
things, statements regarding the expected timing and scope of the Acquisition,
including expectations regarding whether the Acquisition will be completed,
including whether any conditions to the completion of the Acquisition will be
satisfied or waived; the anticipated timing for completion of the Offer and the
Acquisition; the expected effects of the Acquisition on Elmera or the Offeror;
and other statements other than historical facts. Such forward-looking
statements are prospective in nature and are not based on historical facts, but
rather on current expectations and on numerous assumptions including regarding
the business strategies and the environment in which Elmera or the Offeror may
operate in the future.

Although Elmera, Fortum and the Offeror believe the expectations expressed in
such forward-looking statements are based on reasonable assumptions, such
forward-looking statements involve known and unknown risks, uncertainties and
other factors, most of which are beyond the control of such parties, which may
cause actual results, performance or achievements to differ materially from
those expressed or implied by such forward-looking statements.

If any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors. Neither Elmera,
Fortum, the Offeror, nor any member of their respective groups, nor any of their
respective members, associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement will
actually occur. Given these risks and uncertainties, potential investors should
not place any reliance on forward-looking statements.

All of the forward-looking statements contained in this announcement are given
as of the date hereof and are based upon the opinions, estimates and information
available as at the date hereof. Elmera, Fortum and the Offeror disclaim any
intention or obligation to update or revise any of the forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law. If one or more forward-looking statements is updated,
no inference should be drawn that additional updates with respect to those or
other forward-looking statements will be made. The foregoing list of risks and
uncertainties is not exhaustive. Readers should carefully consider the above
factors as well as the uncertainties they represent and the risks they entail.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for the current or future financial years
would necessarily match or exceed the historical published earnings or earning
per share. Certain figures included in this announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same category presented
in different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Notice to U.S. Holders

Holders of Shares in the United States ("U.S. Holders") are advised that the
Shares are not listed on a U.S. securities exchange and that Elmera is not
subject to the periodic reporting requirements of the U.S. Securities Exchange
Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and
does not, file any reports with the U.S. Securities and Exchange Commission
thereunder.

The Offer is made for the issued and outstanding Shares of Elmera (other than
Shares owned by Elmera), a company incorporated under Norwegian law, and is
subject to Norwegian disclosure and procedural requirements, which are different
from those of the United States. The Offer is made to U.S. Holders as a "Tier I"
tender offer as provided in Rule 14d-1(c) of Regulation 14D under the U.S.
Exchange Act, to the extent applicable and subject to any available exemptions,
and otherwise in compliance with the disclosure and procedural requirements of
Norwegian law, including with respect to the Offer timetable, settlement
procedures and timing of payments, which may be different from requirements or
customary practices in relation to tender offers for U.S. domestic issuers that
are subject to the more fulsome requirements of Regulation 14D and 14E under the
U.S Exchange Act.

The Offer is made to U.S. Holders on the same terms and conditions as those made
to all other holders of Shares to whom the Offer is made. Any information
document, including the Offer Document, is and will be disseminated to U.S.
Holders in English on a basis comparable to the method that such documents are
provided to Elmera's other shareholders to whom the Offer is made. The Offer is
made by the Offeror and no one else. U.S. Holders are encouraged to consult with
their own advisors regarding the Offer.

To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or brokers (acting as agents for the Offeror or its affiliates,
as applicable) may from time to time and during the pendency of the Offer, and
other than pursuant to the Offer, directly or indirectly, purchase or arrange to
purchase, Shares or any securities that are convertible into, exchangeable for
or exercisable for such Shares outside the United States, so long as those
acquisitions or arrangements comply with applicable Norwegian law and practice
and the provisions of such exemption. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices.

To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or brokers (acting as agents for the Offeror or its affiliates,
as applicable) may from time to time and during the pendency of the Offer, and
other than pursuant to the Offer, directly or indirectly, purchase or arrange to
purchase, Shares or any securities that are convertible into, exchangeable for
or exercisable for such Shares outside the United States, so long as those
acquisitions or arrangements comply with applicable Norwegian law and practice
and the provisions of such exemption. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices. To the extent information about such purchases or arrangements to
purchase is made public in Norway, such information is and will be disclosed by
means of an English language press release via an electronically operated
information distribution system in the United States or other means reasonably
calculated to inform U.S. Holders of such information. In addition, the
financial advisor to the Offeror may also engage in ordinary course trading
activities in securities of Elmera, which may include purchases or arrangements
to purchase such securities as long as such purchases or arrangements are in
compliance with applicable law. To the extent required in Norway, any
information about such purchases will be made public in Norway in the manner
required by Norwegian law. Neither the U.S. Securities and Exchange Commission
nor any U.S. state securities commission has approved or disapproved the Offer,
passed upon the merits or fairness of the Offer, or passed any comment upon the
adequacy, accuracy or completeness of the disclosure in this announcement. Any
representation to the contrary is a criminal offense in the United States. It
may be difficult for Elmera's shareholders to enforce their rights and any
claims they may have arising under the U.S. federal securities laws in
connection with the Offer, since the Offeror and Elmera are located in non-U.S.
jurisdictions, and some or all of their respective officers and directors may be
residents of non-U.S. jurisdictions. The shareholders of Elmera may not be able
to sue the Offeror or Elmera or their respective officers or directors in a
non-U.S. court for violations of the U.S. federal securities laws. It may be
difficult to compel the Offeror and Elmera and their respective affiliates to
subject themselves to a U.S. court's judgment.
e officers and directors may be\
residents of non-U.S. jurisdictions. The shareholders of Elmera may not be able\
to sue the Offeror or Elmera or their respective officers or directors in a\
non-U.S. court for violations of the U.S. federal securities laws. It may be\
difficult to compel the Offeror and Elmera and their respective affiliates to\
subject themselves to a U.S. court's judgment.\