Carnegie

Corporate Finance – 16 Aug 2019

Carnegie financial adviser in the mandatory public tender offer of Silmäasema by Coronaria

Coronaria Oy (“Coronaria”) has, through share purchases made on 15 and 16 August 2019, acquired a total of 1,420,031 shares in Silmäasema Oyj (“Silmäasema”). As a result of the share purchases, Coronaria’s shareholding in Silmäasema increases to a total of 4,615,443 shares, corresponding to 32.4 per cent of all shares and voting rights in the Company, respectively. Consequently, Coronaria’s holding in Silmäasema exceeds 30 per cent of the shares and voting rights carried by Silmäasema’s shares and Coronaria is thereby obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Silmäasema (“Tender Offer”) in accordance with the Securities Markets Act.

The cash consideration represents a premium of approximately 7.5 per cent compared to the closing price of the Silmäasema share on Nasdaq Helsinki on 15 August 2019, the last trading day before the announcement of the Tender Offer, and a premium of approximately 9.4 per cent compared to the volume-weighted average price of the Silmäasema shares on Nasdaq Helsinki during the three-month time period preceding the date of the announcement of the Tender Offer.

Coronaria reserves the right to acquire shares in the Company before the commencement of the offer period, during the offer period and/or after the offer period of the Tender Offer through public trading on Nasdaq Helsinki.

Carnegie acted as financial adviser to Coronaria Oy

Read more
Corporate Finance – 12 Aug 2019

Carnegie acted as sole financial adviser to NRC Group in the divestment of Design Business

NRC Group Holding AS, a wholly owned subsidiary of NRC Group ASA (“NRC Group”), has entered into an agreement with Sweco AB (“Sweco”) for the sale of all issued and outstanding shares in NRC Holding Design Oy (“NRC Design” or the “Design Business”), an entity to be formed prior to closing resulting from a planned demerger of NRC Holding Finland Oy and NRC Group Finland Oy, for an enterprise value of EUR 42.5 million on a cash and debt free basis with normalised working capital.

Completion of the transaction is subject to certain customary conditions being satisfied or waived, such as inter alia the required competition clearance(s) being obtained, and the demerger being duly completed.

The Design Business is the market leader in railway and light rail related design and consultancy work in Finland with a growing presence in Sweden. The Design Business has comprehensive railway and light rail competences covering the entire transport infrastructure value chain, and strong experience from transport infrastructure alliance projects in Finland. The Design Business had 315 employees as of December 2018. NRC Group has owned the Design Business since its acquisition of VR Track Oy in January 2019.

Carnegie acted as sole financial adviser to NRC Group.

Read more
Corporate Finance – 8 Aug 2019

Carnegie acted as Nordic advisor in Klarna’s USD 460 million private placement of new shares

Klarna Holding AB (“Klarna”) has successfully completed a USD 460 million private placement of new shares targeted to International and Nordic institutional and strategic investors. The funding round was led by Dragoneer Investment Group, a leading San Francisco based growth-oriented investor. Other investors in the private placement include Commonwealth Bank of Australia, HMI Capital LLC, Merian Chrysalis Investment Company Limited, Första AP-Fonden (AP1), IPGL, IVP and funds and accounts managed by BlackRock.

About Klarna
Klarna is leading global payments providers and fully licensed bank, which wants to revolutionise the payment experience for shoppers and merchants alike. Founded in Stockholm, Sweden, in 2005, we give online consumers the option to pay now, pay later or over time – offering a simple, safe and smoooth checkout experience. Klarna now works with 130,000 merchants including H&M, Adidas, IKEA, Expedia Group, ASOS, Pelotan, Abercrombie & Fitch, Michael Kors, Nike, AliExpress, Superdry, Sephora, Spotify, Wayfair, Gymshark, Samsung, Zara, Topshop, The Hut Group, Steve Madden, Boozt, Bugaboo, Rue21, TOMS, Sonos, Agent Provocateur, Lufthansa, ETSY, ACNE Studios, Daniel Wellington, KLM, Turkish Airlines and many more. Klarna has 2,500 employees and is active in 14 countries.

Carnegie acted as Nordic advisor to Klarna in relation to the Nordic investors participating in the process.

Read more
Corporate Finance – 6 Aug 2019

Divestment of majority stake in Arc E-commerce AB to Bygghemma Group AB

Carnegie has advised the owner of Arc E-commerce in the sale of the company to Bygghemma Group AB. Bygghemma has acquired 51 percent of the shares in Arc, with an option to acquire the remaining 49 percent after three years.

Arc is an online retailer of home and garden products such as hot tubs, green houses, grills and treadmills that are marketed to consumers through Outl1.se. Arc markets products under its own private brands (Lyfco, Metalcraft and Trekkrunner), and operates an efficient model where all goods are sourced directly from factories, predominantly in Asia, and shipped to consumers from Arc’s warehouse outside of Stockholm. Arc’s products are often bulky items for which home delivery with trucks is the most viable option.

In 2018, Arc generated sales and EBIT of SEK 110m and SEK 9m, respectively. Sales growth amounted to 43 percent in 2018, and has averaged 67 percent over the past five years.

The transaction will provide Arc with a partner supporting its development of the current concept as well as to grow internationally and provides several cross-selling synergies, using the various online store fronts of Bygghemma.

Signing and closing of the transaction took place on July 25.

Carnegie acted as sole financial adviser to Arc in the sale to Bygghemma

Read more