April 11, 2025 | Technology | Europe | Active
On 31-Mar-25, Swedish accounting software provider Fortnox announced that it had received a recommended all-cash public offer from a consortium comprising of Stockholm-based private equity firm EQT (EQT SS) and the company’s largest shareholder, First Kraft (private). The offer, made through a jointly controlled bidding vehicle, Omega II, will see Fortnox shareholders receive SEK 90 per share in cash, representing a 38.2% premium to Fortnox’s closing share price on 28-Mar-25. The offer has been made on a cum-dividend basis and will downwardly adjust for any dividends declared prior to completion. Per the M&A announcement, “for the avoidance of doubt, such price adjustment will apply to the proposed dividend payment of SEK 0.25 per share to be resolved by the annual general meeting of the Company convened to be held on 10 April 2025.” Now that this dividend has been approved at the AGM, and traded ex-dividend today, for all intents and purposes, the offer consideration is now SEK 89.75 per share. Olof Hallrup, chairman and the sole owner of First Kraft, initiated discussions with EQT. He believes the next phase of expansion requires long-term investments, both in product development and potential acquisitions, and that this would be better pursued in a private setting. Due to his ties to the company, Hallrup recused himself from all board deliberations related to the offer. Under the agreement, First Kraft will roll its 18.9% stake into Omega II, becoming a co-owner alongside EQT, and First Kraft will not contribute to the equity funding. Conversely, EQT will fund the transaction using equity from its managed entities, plus debt facilities arranged by SEB. Omega II has confirmed that it has secured the necessary resources to meet the consideration in full, and the offer is not conditional on financing. Fortnox’s board unanimously recommends that shareholders accept the offer, a position supported by a fairness opinion. The consortium has confirmed that the offer price will not be increased, in accordance with Swedish takeover rules, and conditions include a 90% minimum acceptance threshold, antitrust clearances and an ownership assessment by the Swedish Financial Supervisory Authority (Finansinspektionen). According to the consortium, work on the required filings has ...
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