SKEL fjárfestingafélag hf.: Orkan signs share purchase agreement with over 90% of shareholders in Samkaup

Reference is made to the announcement dated 22 May 2025, stating that a share purchase agreement had been signed between Orkan IS ehf. ("Orkan"), as buyer, and Kaupfélag Suðurnesja ("KSK"), as seller, for all shares held by the seller in Samkaup, with a nominal value of ISK 221,386,719, representing 51.3% of Samkaup's share capital. The purchase price for the shares totals ISK 2,878 million, based on a total equity value of Samkaup of ISK 5,610 million, corresponding to ISK 13 per issued share.

The announcement stated that the transaction was subject to the following conditions:

1. That the merger of Samkaup and Atlaga ehf., pursuant to the merger agreement dated 20 February 2025, is completed;
2. That binding subscription commitments from investors, or a firm underwriting by an Icelandic bank, for the subscription of new share capital in Orkan (or the new parent company of the group) amounting to at least ISK 2,000 million are in place, which shall be used to strengthen Samkaup's financial position;
3. That Orkan has reached a binding agreement with other shareholders in Samkaup for the purchase of their shares in the company such that the combined ownership of Orkan and other entities affiliated with SKEL will amount to at least 90.01% following the transaction;
4. Approval by the representative council of KSK;
5. Approval by the Icelandic Competition Authority that the transaction does not constitute a merger that must be annulled or made subject to conditions under Article 17 of the Competition Act No. 44/2005.

Orkan has now signed share purchase agreements with other shareholders in Samkaup for the acquisition of all their shares in the company, totaling ISK 193,174,944 in nominal value, on the same terms as the transaction with KSK. Upon settlement of these transactions, Orkan will hold approximately 96% of the issued share capital in Samkaup. The representative council of KSK has likewise approved the share purchase agreement between Orkan and KSK. Finally, the boards of Atlaga ehf. and Samkaup have signed all merger documents related to the merger of the two companies.

The parties are jointly working to finalize the remaining conditions relating to investor subscription commitments or a bank underwriting in the amount of ISK 2,000 million and to complete the merger notification to the Competition Authority.

For further information please contact Ásgeir Helgi Reykfjörð Gylfason, [e-mail]