THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER, EITHER DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR IN ANY OTHER JURISDICTION IN WHICH AN OFFER UNDER THE LAWS AND REGULATIONS OF SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW.
On 30 June 2025, Cavotec Group AB (the "Company" or "Cavotec") announced that the Company completes the share exchange offer to the shareholders of Cavotec SA ("CSA" and the "Offer", respectively). Through the completion of the Offer, Cavotec has relocated back to Sweden. Trading in the ordinary shares (ISIN: SE0025010887) of the Company, the new Swedish parent company of the Cavotec group, commences on Nasdaq Stockholm today on 9 July 2025 under the ticker CCCAB for the time until CSA is delisted, following which the ticker will be CCC.
Cavotec started its operations in Sweden in 1975 and has had its headquarters in Switzerland from 2007 to 2025. CSA has been listed on Nasdaq Stockholm since 2011.
"We are happy to be back in Sweden," says David Pagels, CEO of Cavotec. "Cavotec was founded 50 years ago and has become a leading global player in the electrification of ports and other industrial and marine applications. The relocation of our registered office to Sweden brings us closer to our share listing venue and investor base. We expect the relocation to facilitate faster decision-making, streamline processes and enhance overall agility and hence both increase efficiency and lower costs."
"I would like to thank our employees for their strong contribution in the process as well as the support from our advisors to help us reach this goal that supports our growth strategy", concludes David Pagels.
The Offer in brief
- Completion of the Offer results in the Company becoming the new parent company of the Cavotec group and, effectively, that the group changes its domicile from Switzerland to Sweden. The operations of Cavotec are expected to continue in accordance with the same business model, vision, strategy and goals as today. The redomiciliation does not result in any changes to the board of directors and management of Cavotec.
- As of the expiry of the initial acceptance period on 26 June 2025, the Offer had been accepted by shareholders representing approximately 95.47 percent of the total number of shares and votes in CSA. As a result, the Company has issued 101,857,473 ordinary shares as consideration for shares in CSA tendered in the Offer. The extended acceptance period expired on 7 July 2025 and the outcome following the extended acceptance period is expected to be published later today.
- Settlement in respect of shares tendered by shareholders who accepted the Offer no later than 26 June 2025 and trading in the ordinary shares (ISIN: SE0025010887) of the Company commences on Nasdaq Stockholm today on 9 July 2025, under the ticker CCCAB for the time until CSA is delisted, following which the ticker will be CCC.
- The Company intends to promote that CSA applies for delisting from Nasdaq Stockholm following the shareholders' meeting in CSA to be held on 16 July 2025 to resolve on delisting. To enable the Company to acquire the remaining outstanding shares in CSA the Company further intends to promote the initiation of a statutory merger under applicable rules and regulations in Switzerland between CSA and Cavotec Switzerland SA, a Swiss limited liability company to be newly established which will be wholly owned by the Company, ("MergeCo") with MergeCo as surviving entity. The consideration in the merger will consist of shares in the Company on the same terms as in the Offer. The merger will be initiated as soon as reasonably practicable. Following completion of the Offer and the merger, each shareholder will have the same ownership share and voting power in the Company as such shareholder previously had in CSA.
Advisors
SEB Corporate Finance is acting as financial advisor to Cavotec in relation to the Offer. KANTER Advokatbyrå (as to Swedish law) and Bär & Karrer (as to Swiss law) are acting as legal advisors to Cavotec in relation to the Offer.
Information about the Offer is available at https://ir.cavotec.com/exchange-offer.
Important information
This press release does not constitute an offer, directly or indirectly, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa, South Korea or any other jurisdiction where such distribution requires additional prospectus, registration, or other actions beyond those required by Swedish or Swiss law, is prohibited, or otherwise violates applicable rules in such jurisdiction or cannot be done except under an exemption from such action (each, a "Restricted Jurisdiction"). The release, publication or distribution of this press release in or into jurisdictions other than Sweden or Switzerland may be restricted by law and persons subject to the laws or regulations of jurisdictions other than Sweden or Switzerland should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons not resident in Sweden or Switzerland to accept the Offer may be affected by the laws and regulations of the relevant jurisdiction in which they are located. Failure to comply with applicable restrictions may constitute a violation of the securities laws and regulations of such jurisdiction. To the extent permitted by applicable law and regulation, the companies and persons involved in the Offer disclaim any responsibility or liability for any breach of such restriction by each person.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus prepared in accordance with the Prospectus Regulation, combined with an offer document prepared in accordance with Chapter 2a of the Swedish Financial Instruments Trading Act (1991:980), has been prepared by Cavotec in connection with the Offer and is published on Cavotec's website.
This press release has been prepared in order to comply with Swedish law, the Swedish Takeover Rules and the Swedish Securities Council's statements regarding the interpretation and application of the Swedish Takeover Rules and the information published may not be the same as that published if this press release had been prepared in accordance with the laws and regulations of jurisdictions other than Sweden.
The Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws or regulations of that jurisdiction and no person may accept the Offer by any means of communication (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) used in interstate or foreign commerce by any facility of a national, state or other securities exchange or trading centre in any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws or regulations of that jurisdiction and the Offer may not be accepted by any such means or by any such means of communication. Accordingly, copies of this press release or other formal documentation relating to the Offer will not be, and must not be, directly or indirectly, sent or otherwise distributed or forwarded in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws or regulations of that jurisdiction and persons receiving such documentation (including custodians, agents and trustees) must not send or otherwise disseminate or forward it in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws or regulations of that jurisdiction.
The availability of the Offer to shareholders of Cavotec may be affected by the laws and regulations of the respective relevant jurisdictions in which they are located or of which they are citizens. Persons who are not residents or citizens of Sweden or Switzerland should inform themselves about and comply with applicable legal or regulatory requirements in their jurisdiction.
The Offer and the information and documentation made available through this press release have not been prepared by, and have not been approved by, an "authorised person" within the meaning of regulation 21 of the UK Financial Services and Markets Act 2000 ("FSMA"). Accordingly, the information and documents made available through this press release may not be distributed in, or forwarded to, the public in the United Kingdom unless an exemption applies. Dissemination of information and documents made available through this press release is exempt from the financial promotion restrictions of Regulation 21 FSMA on the basis that it is an announcement by or on behalf of a body corporate relating to a transaction to acquire day-to-day control of the body corporate's business; or to acquire 50 per cent or more of the voting shares of a body corporate, in accordance with Article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
No shares or other securities issued by Cavotec have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state of the United States, and may not be offered, sold, or otherwise transferred, directly or indirectly, in or to the United States, absent registration or an exemption from the registration requirements of the Securities Act. Any purported acceptance of the Offer resulting directly or indirectly from a violation of the restrictions in any jurisdiction may be disregarded.
The press release has been prepared in Swedish and English. In the event of any discrepancies, the Swedish version shall take precedence.
Forward-looking information
This press release contains forward-looking statements that reflect Cavotec's intentions, beliefs, or current expectations about and targets for Cavotec's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which Cavotec operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Cavotec believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Cavotec does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither Cavotec nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq Stockholm's rule book for issuers.
Contacts
For further details please contact:
Joakim Wahlquist
CFO
Telephone: +46 70 403 47 86
Email: joakim.wahlquist@cavotec.com
About Cavotec
Cavotec is a leading cleantech company that designs and delivers connection and electrification solutions to enable the decarbonisation of ports and industrial applications. Backed by 50 years of experience, our systems ensure safe, efficient and sustainable operations for a wide variety of customers and applications worldwide. To find out more about Cavotec, visit cavotec.com.
