Renewable Ventures Nordic AB completes reverse acquisition of Xer Tech AB
Renewable Ventures Nordic AB (publ) (under name change to Xer Tech Holding AB) ("RVN" or the "Company") today announces that the reverse acquisition of Xer Tech AB ("Xer Tech"), pursuant to the agreement entered into and announced on November 11, 2025, has been completed (the "Transaction"). In connection with the Transaction, the Company has also completed a directed share issue of approximately SEK 80 million (the "Directed Issue"), as previously communicated. As a result of the completion of the Transaction, the Company will change its name to Xer Tech Holding AB and a new board of directors and management team will assume office.
Completion of the reverse acquisition
On November 11, 2025, the Company entered into a conditional agreement to acquire all shares in Xer Tech through a reverse acquisition. The commercial outcome of the Transaction is that RVN will change its name to Xer Tech Holding AB and continue the operations of Xer Tech with Xer Tech as a subsidiary. RVN's current operations have, in part, been distributed to existing shareholders and, in part, divested.
Completion of the Transaction was, among other things, conditional upon resolutions being passed at two extraordinary general meetings of the Company held on December 1, 2025, and December 15, 2025, respectively. The extraordinary general meetings resolved to adopt all proposals related to the Transaction. The resolutions are described in more detail in the press releases from the respective extraordinary general meetings published by the Company on December 1, 2025 and December 15, 2025, respectively.
Furthermore, the Transaction was, among other things, conditional upon approval at an extraordinary general meeting of Rex International Holding Ltd. ("Rex"). Today, on January 28, 2026, an extraordinary general meeting of Rex was held, which resolved in accordance with all proposals of the board of directors related to the Transaction. The approval from the extraordinary general meeting of Rex constituted the final formal condition for completion of the Transaction. The Company and Xer Tech therefore conclude that all conditions for the Transaction have been fulfilled and that the Transaction has been completed today.
The purchase price for all shares in Xer Tech amounted to approximately SEK 150 million and was paid with a total of 34,090,909 newly issued shares in the RVN through an issue in kind (the "Issue in Kind"). In addition, the Company has completed the Directed Issue of a total of 18,181,818 shares, corresponding to approximately SEK 80 million, of which approximately SEK 40 million relates to set-off, to a number of new investors and existing shareholders, including Monarch Marine Holding Ltd., Investment AB Spiltan, Cidro Förvaltning AB, Gainbridge Capital I AB, Öresund Growth Partner AB, Selandia Alpha Invest A/S, as well as Xer Tech's CEO Erik Herlyn and CTO Waldemar Schäfer.
The extraordinary general meeting of RVN held on December 15, 2025, resolved, among other things, to change the Company's name to Xer Tech Holding AB and to appoint John d'Abo, Martin Lidgren, Svein Kjellesvik and Thomas Lundin as new members of the board of directors, with John d'Abo appointed as Chairman of the Board. Xer Tech's CEO, Erik Herlyn, has been appointed as the new CEO of the Company, and Jörgen Svanström has been appointed as the new CFO of the Company. The resolutions have been submitted for registration with the Swedish Companies Registration Office (Bolagsverket) and are expected to be registered shortly.
Continued listing on Spotlight Stock Market
The Company has now fulfilled all conditions set out in Spotlight Stock Market's conditional approval for continued listing, which was obtained and communicated on December 30, 2025. The name change of the Company's share has been initiated, and trading will, following completion of the name change, take place under the new ticker symbol "XER". The first day of trading under the new ticker symbol is expected to be around February 11, 2026.
Ownership structure after the Transaction and changes in the number of shares and share capital
Through the Issue in Kind and the Directed Issue, the number of outstanding shares and votes will increase by 52,272,727 shares and votes, from 6,320,667 shares and votes to 58,593,394 shares and votes. The share capital will increase by SEK 88,863,635.9, from SEK 10,745,133.9 to SEK 99,608,769.8. The Issue in Kind and the Directed Issue thus entail a dilution of approximately 89 percent. The dilution has been calculated as the number of newly issued shares in the Issue in Kind and the Directed Issue divided by the total number of shares after the Issue in Kind and the Directed Issue.
Following the Issue in Kind and the Directed Issue, Rex, through its subsidiary Rex Technology Investments Pte. Ltd., holds approximately 50.4 percent and Monarch Marine Holding Ltd. approximately 24.5 percent of the shares in the Company, while Investment AB Spiltan, Öresund Growth Partner AB, Cidro Förvaltning AB, and Selandia Alpha Invest A/S will be among the largest owners after RTI and Monarch.
Listing memorandum
Further information regarding Xer Tech and the Transaction is set out in the listing memorandum published on December 30, 2025. The listing memorandum is available on Xer Tech's website, www.xer-tech.com, as well as on Spotlight's website, www.spotlightstockmarket.com.
Advisors
Advokatfirman Delphi KB is acting as legal advisor to Xer Tech in connection with the Transaction. Stockholm Corporate Finance AB is acting as financial advisor to Xer Tech in connection with the Transaction.
About Xer Tech AB
Xer Tech AB is a Swiss-based manufacturer of heavy-duty, long-range hybrid-electric unmanned aerial systems designed for industrial and governmental applications. Xer Tech's platforms support mission-critical dual-use operations including powerline inspections, mapping, surveillance, gas leak detection, emergency response and defense applications such as Intelligence, Surveillance, Reconnaissance and mine detection. Learn more at www.xer-tech.com.
For further information, please contact:
Erik Herlyn, CEO Xer Tech Holding AB
+41 76 566 05 60
erik.herlyn@xer-tech.com