HELSINKI: Fortum Oyj said Friday it has launched a recommended voluntary cash tender offer to acquire all outstanding shares of Elmera Group ASA for 47 Norwegian kroner per share, a 59% premium over the company’s undisturbed trading price.
The offer period runs from Aug. 21 through Sept. 18, with the possibility of extension at Fortum’s discretion, the Finnish energy company said in a stock exchange release. The offer document received approval Aug. 20 from the Norwegian Financial Supervisory Authority.
Elmera’s board of directors unanimously recommended that shareholders accept the offer, stating that financial advisors ABG Sundal Collier ASA had concluded the price was fair from a financial perspective. Independent expert SB1 Markets AS also issued a statement affirming the offer’s fairness under Norwegian securities law.
The proposed acquisition supports Fortum’s strategy to expand its Consumer Solutions business and strengthen its position in the Nordic consumer and small-to-medium enterprise electricity market, the company said. Elmera brings a large and diversified customer base with a strong presence in Norway and growing operations in Sweden and Finland.
Fortum cited expected cost efficiencies, operational synergies and a stronger growth platform from combining customer volumes, technology, infrastructure and expertise. The transaction would create a larger Nordic organization benefiting customers, employees and other stakeholders, the company said.
Key shareholders representing approximately 30.4% of Elmera’s shares have expressed support for the offer but did not enter into pre-acceptance agreements, Fortum said. As of Aug. 18, funds managed by Nordea Investment Management held about 14.6%, DNB Asset Management held 5.2%, and Odin Forvaltning held 5.1%, while Arctic Asset Management no longer holds shares.
Elmera’s largest industrial shareholder, Gudbrandsdal Energi Holding AS, along with board members and executive management holding shares — representing approximately 7.1% of outstanding shares — have entered into separate pre-acceptance undertakings to tender their shares, subject to customary conditions.
The offer price represents a 50% premium over the 60-trading day dividend-adjusted volume-weighted average price and a 48% premium over the 90-trading day average, based on prices through June 24.
Pareto Securities AS is serving as receiving agent and financial advisor to Fortum, with legal counsel provided by Advokatfirmaet BAHR AS. Elmera is advised by ABG Sundal Collier ASA and legal firm Advokatfirmaet Haavind AS.
The offer is not being made in jurisdictions including Australia, Canada, Hong Kong, Japan, New Zealand, South Africa and South Korea, where distribution would be unlawful.
