Seafire AB (publ) (“Seafire” or the “Company”) announced on 4 March 2026 that it had entered into an agreement to acquire Splendor Plant AB (“Splendor Plant”). Today, the Company has completed the acquisition and, in connection therewith and as part of the purchase price, resolved on directed share issues to the sellers of Splendor Plant.
The Company announced on 4 March 2026 that it had entered into an agreement to acquire all shares in Splendor Plant. The total purchase price on a cash- and debt-free basis amounts to SEK 135 million, with a potential additional purchase price of SEK 15 million if certain conditions are met. The purchase price will be paid as follows: approximately SEK 110 million in cash, approximately SEK 7.5 million through a vendor note, and approximately SEK 17.5 million through newly issued shares in Seafire in directed issues to the sellers of Splendor Plant. The acquisition of Splendor Plant was conditional upon the SEK 140 million rights issue announced on 4 March 2026 and completed in April 2026.
As part of the purchase price, and as the basis for the deviation from the shareholders’ preferential rights, the Board of Directors has today, pursuant to the authorisation granted by the 2025 Annual General Meeting, resolved on two directed issues of 1,202,004 and 1,417,164 shares, respectively, to the three sellers of Splendor Plant. Payment for the shares has been made by way of set-off against approximately SEK 17.5 million. In accordance with the share transfer agreement between the Company and the sellers, the Company has resolved on two directed issues with a value of approximately SEK 8.75 million each. The first issue of 1,202,004 shares was carried out at a subscription price of SEK 7.2795 per share. The subscription price was determined through arm’s-length negotiations between the Board of Directors and the sellers of Splendor Plant in connection with signing of the share purchase agreement, during which the Board of Directors took into account, amongst other things, the average share price prior to the announcement of the acquisition and the theoretical value of the subscription rights in the Company’s rights issue. The Board of Directors considers the subscription price to be in line with market conditions. The second issue of 1,417,164 shares was carried out at a subscription price of SEK 6.1743 per share, corresponding to the volume-weighted average price of the Seafire share on Nasdaq Stockholm during the ten (10) trading days preceding the completion date.
The sellers of Splendor Plant have undertaken not to dispose of the shares subscribed for in the directed issues during the twelve-month period following the completion date.
Through the two directed issues, a total of 2,619,168 shares have been issued, representing an increase in share capital of approximately SEK 440,000.187603 . The new total number of shares and votes in Seafire is therefore 71 173 676 and the share capital is SEK 11,831,865.513411 (including the shares issued in connection with the rights issue but which have not yet been registered with the Swedish Companies Registration Office).