The Offer (as defined below) has not been made, and this press release may not be distributed, directly or indirectly, in or into, nor has any tender of shares been accepted from or on behalf of holders in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States or any other jurisdiction in which the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law. Shareholders should refer to the offer restrictions included in the section titled "Important information" at the end of this press release and in the offer document.
Sweco Sverige AB ("Sweco Sverige"), an indirect wholly owned subsidiary of Sweco AB (publ), announced on 4 June 2025 a recommended cash offer to the shareholders of Projektengagemang Sweden AB (publ) ("Projektengagemang" or the "Company") to tender all their shares in Projektengagemang to Sweco Sverige for SEK 15 per share (the "Offer"). An offer document regarding the Offer was made public on 4 June 2025.
At the end of the acceptance period on 11 July 2025, the Offer had been accepted by shareholders with 23,546,240 shares in Projektengagemang, of which 5,219,724 A shares and 18 326 516 B shares, representing approximately 97.9 per cent of the outstanding shares and 99.2 per cent of the outstanding votes in Projektengagemang1.
Sweco Sverige and its closely related parties did not own any shares in Projektengagemang before the Offer, and has not acquired any such shares outside of the Offer. Sweco Sverige therefore now controls the above mentioned number of shares and votes in Projektengagemang.
Neither Sweco Sverige nor any of its closely related parties holds any financial instruments which give financial exposure related to the shares in Projektengagemang.
All conditions for the Offer have been fulfilled and Sweco Sverige now completes the Offer. Payment of the offer price (settlement) to shareholders who accepted the Offer is expected to commence on or about 17 July 2025. Sweco Sverige will not extend the acceptance period for the Offer and the Offer is now closed.
Sweco Group's CEO Åsa Bergman comments:
"We are happy that the offer has been accepted by shareholders with in total 23,546,240 shares, which amounts to 97.9 per cent of the outstanding shares in Projektengagemang. We are convinced that the acquisition will strengthen our competitiveness further by broadening our client offering, reaching new growth opportunities and enhancing our local presence in Sweden. At the same time, we look forward to welcoming the employees of Projektengagemang, who will contribute with valuable experience and expertise and contribute to strengthening Sweco's offering further."
Sweco Sverige intends to initiate compulsory redemption proceedings in accordance with the Swedish Companies Act (Sw. aktiebolagslagen) to acquire the shares that have not been tendered in the Offer and to promote the delisting of Projektengagemang's B shares from Nasdaq Stockholm.
Information about the Offer
Information regarding the Offer is made available under a specific transaction page at Sweco AB's website (www.swecogroup.com) and at DNB Carnegie's website for prospectuses and offering documents (www.carnegie.se). A direct link to the transaction page is https://www.buildthefuturetogether.com/en/.
For enquiries, please contact: DNB Carnegie on the following number: +46 (0)8 5886 94 88, or the following contact person at the Sweco Group:
Anna E Olsson, Head of Press, Sweco Group, +46705573326, anna.e.olsson@sweco.se.
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Sweco Sverige discloses the information provided herein pursuant to the Takeover Rules.
The information was submitted for publication by Sweco AB and Sweco Sverige AB, through the agency of the contact person set out above, on 14 July 2025, 13.00 pm CEST.
Important information
The Offer has not been made to persons whose participation in the Offer would require that an additional offer document is prepared or registration effected or that any other measures would have to be taken in addition to those required under Swedish law and regulations or otherwise contemplated in connection with the Offer.
This press release and any other documentation related to the Offer have not been distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country - any such action have not be permitted or will be permitted or sanctioned by Sweco Sverige. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions have been disregarded.
The Offer has not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States. This includes, but is not limited to e-mail, social media, telephone, the internet, and other forms of electronic transmission. The Offer has not been accepted and shares has not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States or by persons located or resident in any of these jurisdictions. Accordingly, this press release and any other documentation related to the Offer have not been and must not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States or to or any persons from, located or resident in any of these jurisdictions.
Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within any of these jurisdictions are invalid and has not been accepted. Sweco Sverige will not deliver any consideration relating to the Offer to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States.
Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States must not forward this press release or any other document related to the Offer to such persons.
The "United States" and "U.S." in this section refers to the United States of America (its territories and possessions, any state of the United States and the District of Columbia).
The Offer, the information and documents contained in this press release are not being made, and have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). The communication of the information and documents contained in this press release to persons in the United Kingdom is exempt from the restrictions on financial promotions in section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (Sale of body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
Forward-looking information
Information in this press release relating to future events or circumstances, including information regarding future results, growth and other projections as well as benefits of the Offer, are forward-looking information. Such information may generally, but not always, be identified by the use of words such as "anticipates", "expects", "believes", or similar expressions.
By its nature, forward-looking information involves risk and uncertainty, because it relates to events which depend on circumstances that may occur in the future. Due to several factors, of which a number of them are outside Sweco Sverige's control, there are no guarantees to that actual results will not materially differ from the results expressed or implied by the forward-looking information. Any such forward-looking information only applies as per the date it was given and Sweco Sverige has no obligation (and undertakes no such obligation) to update or revise it, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.
1 Based on 24,056,501 outstanding shares and 71,061,017 outstanding votes in Projectengagemang, which excludes 499,176 own B shares that are held by Projektengagemang.
