Akelius Residential Property

The independent bid committee of the Board of Directors of Akelius Residential Property unanimously recommends the shareholders of Akelius Residential Property to accept the public offer made by Akelius Apartments.

background

This statement is made by the independent bid committee (the “Independent Bid Committee”) of the board of directors of Akelius Residential Property AB (publ) (“Akelius Residential Property” or the “Company”) pursuant to section II.19 of the Stock Market Self-Regulation Committee’s (Sw. Aktiemarknadsnämnden självregleringskommitté) Takeover rules for certain trading platforms (the “Takeover Rules”).

Akelius Foundation, through its wholly-owned subsidiary Akelius Apartments[1] (“Akelius Apartments”) has today, through a press release, announced a public offer to the D shareholders of Akelius Residential Property to acquire all outstanding D shares in Akelius Residential Property (the “Offer”). Akelius Apartments offers the D shareholders in Akelius Residential Property a cash consideration of EUR 1.9 for each D share in Akelius Residential Property (the “Offer Price”).

The acceptance period for the Offer is expected to commence on or around 20 February 2025 and end on or around 20 March 2025.

Completion of the Offer is conditional upon, inter alia, that with respect to the Offer and the acquisition of the D-shares, all necessary regulatory, governmental or similar clearances, approvals and decisions, have been obtained, in each case on terms which, in Akelius Apartments’ opinion, are acceptable. Akelius Apartments has reserved the right to fully or partially waive these conditions and other conditions for completion of the Offer.

The Independent Bid Committee has allowed Akelius Apartments to conduct a limited due diligence review of Akelius Residential Property in connection with its preparations for the Offer. In connection with this review, Akelius Apartments has met with Akelius Residential Property’s management. Akelius Apartments has not received any inside information from Akelius Residential Property in connection with its due diligence review.

For further information regarding the Offer, please refer to the press release announced by Akelius Apartments today and the offer document in respect of the Offer, which will be published prior to the commence of the acceptance period.

The Independent Bid Committee has obtained a fairness opinion regarding the Offer from Swedbank. The fairness opinion is attached to this statement.

the Independent Bid Committee’s process and recommendation

Board member Igor Rogulj is a council member of the Akelius Foundation and a board member of Akelius Apartments. Board member Kerstin Engström is the council chairperson of the Akelius Foundation. Consequently, Igor Rogulj and Kerstin Engström have a conflict of interest pursuant to Rule II.18 of the Takeover Rules.

For this reason, Igor Rogulj and Kerstin Engström have not participated, and will not participate, in Akelius Residential Property’s handling of matters regarding the Offer. Instead, the Independent Bid Committee has been established which consists of the remaining board members Pål Ahlsén, Thure Lundberg and Ralf Spann.

The Independent Bid Committee’s evaluation of the Offer is based on a number of factors that the Independent Bid Committee has considered relevant in relation to the evaluation of the Offer. These factors include, but are not limited to:

• The Offer price of EUR 1.9 in cash per D share in Akelius Residential Property offered by Akelius Apartments represents an 8.57 per cent premium compared to the listing price for the D Shares of EUR 1.75 at the time of listing of the D Shares on Nasdaq First North on 4 October 2019.
• The Offer price furthermore represents a premium of 17.43 per cent compared to the closing price of EUR 1.618 per D share in Akelius Residential Property on Nasdaq First North Growth Market on 18 February 2025, which was the last trading day prior to the announcement of the Offer; and
• Akelius Apartments has conveyed that the Offer will not have any impact on Akelius Residential Property’s operations or its employees.

The Independent Bid Committee has, in accordance with section Rule IV.3 of the Takeover Rules, obtained a fairness opinion in respect of Akelius Residential Property’s D shares from an independent expert, Swedbank (attached to this statement). Swedbank has received a fixed fee for the assignment regarding the fairness opinion. No part of the fee to Swedbank is contingent upon or related to the size of the Offer Price, the acceptance level of the Offer or whether the Offer is completed or not.

According to Swedbank’s fairness opinion, dated 10 February 2025, the Offer Price is fair to Akelius Residential Property’s D shareholders from a financial point of view subject to the assumptions and considerations set out therein.

The Independent Bid Committee considers the terms of the Offer at such levels that the overall assessment is that the consideration in the Offer will adequately compensate Akelius Residential Property’s D shareholders. The Independent Bid Committee also notes that from a financial point of view, the Offer is fair as expressed in Swedbank’s fairness opinion.

On this basis, the Independent Bid Committee unanimously recommends the D shareholders of Akelius Residential Property to accept the Offer.

effects on Akelius Residential Property and its employees

According to the Takeover Rules, the Independent Bid Committee is required, on the basis of the statements made by Akelius Apartments in its announcement of the Offer, to set out its view of the impact that the implementation of the Offer will have on Akelius Residential Property, in particular employment, and its view of Akelius Apartment’s strategic plans for Akelius Residential Property and the effects that these can be expected to have on employment and the places in which Akelius Residential Property conducts its operations.

In its Offer announcement, Akelius Apartments has stated the following in respect of the employees and management of Akelius Residential Property:

“Akelius Apartments has been, and will continue to be, Akelius Residential Property’s long term majority owner. Consequently, completion of the Offer is not expected to entail any significant changes regarding Akelius Residential Property’s employees and management (including their terms of employment) nor for the existing organization and operations, including effects on the employment rate and the sites where Akelius Residential Property currently conducts business.”

The Independent Bid Committee assumes that this description is correct and has in relevant respects no reason to take a different view.

This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.

Stockholm, 19 February 2025

Akelius Residential Property AB (publ)

The Independent Bid Committee

For more information, please contact:

Ralf Spann
CEO
+49 173 643 65 90
ralf.spann@akelius.de

This information is information that Akelius Residential Property AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact persons set out above, at 07:15 CET on 19 February 2025.

Akelius Residential Property AB (publ)’s D-shares are listed on Nasdaq First North Growth Market Stockholm.
 

Avanza Bank is the Certified Adviser of the Company, ca@avanza.se, +46-8-409 421 20.