STOCKHOLM: Sveafastigheter AB (publ) and KlaraBo Sverige AB announced Monday that their boards have approved a merger plan to combine the two residential real estate firms in a statutory transaction that will create a platform of about 26,500 apartments.
Under the terms of the deal, which is structured as an absorption merger with Sveafastigheter as the surviving entity, KlaraBo shareholders will receive nine new Class A or Class B shares in Sveafastigheter for every 22 Class A or B shares they hold in KlaraBo. The consideration implies an equity value for KlaraBo of approximately 2.035 billion Swedish kronor.
The merger consideration is based on each company’s long-term net asset value as of March 31, 2026. Based on Sveafastigheter’s closing price of 33.10 kronor per ordinary share on Nasdaq Stockholm on May 15 — the last trading day before the announcement — the offer represents a premium of about 0.6% over KlaraBo’s adjusted closing price and about 4.9% over its adjusted volume-weighted average price over the prior 30 trading days.
KlaraBo’s board will propose an extraordinary general meeting approve a conditional extraordinary dividend of 1.40 kronor per share to achieve an appropriate exchange ratio. The dividend is conditional on the necessary permissions to implement the merger.
In a related transaction, KlaraBo has agreed to acquire a property portfolio from SBB i Norden AB, a subsidiary of Samhällsbyggnadsbolaget i Norden AB (publ), comprising about 4,100 apartments already managed by Sveafastigheter. KlaraBo will pay for the portfolio with 32.6 million Class A shares and about 75 million Class B shares.
The portfolio acquisition, the extraordinary dividend and the merger are inter-conditional. Following completion, KlaraBo shareholders will hold approximately 20% of shares in the combined company excluding the consideration shares, or about 35% including them.
The combined company is expected to generate annual cost synergies of at least 120 million kronor, driven by efficiencies in property management, administration, listing-related costs and financing, the companies said. The merger also creates a more geographically diversified portfolio with stronger cash flow and an improved credit profile.
“Through the merger with KlaraBo, we are creating a stronger Sveafastigheter with increased scale, broader geographic footprint and thereby a more diversified and resilient property portfolio,” Peter Wågström, chairman of Sveafastigheter’s board, said in a statement.
Joacim Sjöberg, a board member of KlaraBo, said the enlarged company’s increased scale “enables more efficient property management and cost savings” and strengthens cash flow generation.
Voting commitments for the required extraordinary general meetings have been secured from Sveafastigheter’s largest shareholder, SBB, and from APG Invest AS, which together hold 70.6% of outstanding shares and votes in Sveafastigheter, as well as from KlaraBo shareholders representing 75.3% of Class A shares and 33.9% of eligible Class B shares.
A merger document is expected to be published in early June 2026.
The combined property portfolio would amount to approximately 47 billion kronor, making the combined company more than twice as large in property value as the second-largest listed residential property company on Nasdaq Stockholm, according to the announcement.
