SOLAR FOODS OYJ INSIDE INFORMATION 22 January 2026, at 18.30 p.m. EET
Inside information: Solar Foods announces intention of a private placement of shares and has entered into agreements with GEA to negotiate delivery of F02 process equipment and strategic partnership
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- Solar Foods and GEA have agreed to negotiate a long-term strategic partnership agreement for collaboration in gas fermentation and related technologies, and as part of the strategic partnership GEA has undertaken, subject to certain conditions, to make a cornerstone equity investment of EUR 8 million into Solar Foods by subscribing for new shares to be issued by Solar Foods in a directed share issue.
- Solar Foods and GEA Liquid Technologies have signed an exclusivity agreement to negotiate a supply agreement for the delivery of equipment and services for the Factory 02 production facility, conditional upon the completion of a directed share issue.
- Solar Foods launches an accelerated book-building process to issue new shares in the Company to GEA, a limited number of institutional investors, certain members of the Company's Board of Directors and management, certain co-founders of the company as well as certain private individuals in deviation from the pre-emptive subscription rights of the shareholders for the purpose of raising preliminarily at least EUR 25 million of additional funding to accelerate the implementation of the Factory 02.
Solar Foods Oyj ("Solar Foods" or the "Company") and GEA Finland Oy ("GEA") have agreed on negotiating a long-term strategic partnership, as part of which GEA has undertaken, subject to certain conditions, to make a cornerstone equity investment of EUR 8 million into the Company by subscribing for new shares to be issued by the Company in a directed share issue.
Solar Foods announced on 14 October 2025 by a company release that the Company has decided to proceed with the pre-engineering and implementation of the Factory 02 with a network of strategic partners. The Company has signed an exclusivity agreement with GEA Liquid Technologies Germany GmbH ("GEA Liquid Technologies") (the "Exclusivity Agreement"), under which the Company will appoint GEA Liquid Technologies as its exclusive process equipment vendor for the supply, design, construction and delivery of the process equipment for the Company's Factory 02 production facility and will negotiate exclusively with GEA Liquid Technologies for a period of no more than 24 months on the full terms of a supply agreement regarding the delivery of equipment and services for the Factory 02 (the "Supply Agreement"). The Exclusivity Agreement shall become effective only upon and subject to the Company's Board of Directors resolving on the completion of the Share Issue (as defined below) and the fulfilment of certain other conditions set out in the Exclusivity Agreement.
Solar Foods and GEA have also undertaken to negotiate terms and conditions of a long-term strategic partnership agreement (the "Partnership Agreement"). The Partnership Agreement shall set out the framework for collaboration between Solar Foods and GEA (or its affiliated entity) in the area of gas fermentation and related technologies and Solar Foods' future factories with the aim to extend market reach, improve unit economics, and drive profitability through joint development efforts and business ventures (the "Strategic Partnership").
According to the investment undertaking provided by GEA to the Company, the subscription price per new share shall be no more than (i) the volume-weighted average price (VWAP) of the Company's shares on Nasdaq First North Growth Market Finland marketplace ("First North") for the 150 trading days or (ii) the volume-weighted average price (VWAP) of the Company's shares on First North for the five (5) trading days, in each case immediately preceding the date of the Board of Directors' resolution to carry out the Share Issue, less a six per cent (6%) discount, provided however that the subscription price shall not exceed the closing price of the Company's shares on First North on the date of the Board of Directors' resolution to carry out the Share Issue plus three per cent (3%).
Solar Foods announces its intention to issue new shares in the Company (the "Shares") in a private placement to GEA as well as to a limited number of institutional investors, certain members of the Company's Board of Directors, Management Team and co-founders as well as certain private individuals in deviation from the pre-emptive subscription rights of the shareholders to raise preliminarily at least EUR 25 million (the "Share Issue"). The Share Issue would be carried out pursuant to the authorisation granted by the Annual General Meeting of the Company held on 25 March 2025, under which on the date of this company release a maximum of 7,304,321 new shares may be issued. DNB Carnegie Investment Bank AB, Finland Branch ("DNB Carnegie") acts as the bookrunner for the Share Issue.
The purpose of the Share Issue is to raise the equity part of funding required for the implementation of the phases 1 and 2 of the Company's Factory 02 production facility. The Company is planning to start the construction of the Factory 02 production facility to Lappeenranta, Finland in 2026 and expects to make the final investment decision for the construction of Factory 02 during 2026. Factory 02 would be the Company's first industrial-scale production facility, and it would increase the production capacity of Solein® from Factory 01's 160 tons annually to 6,400 tons annually. Solar Foods has disclosed more detailed information on its estimated financing needs for the implementation of phases 1 and 2 of the Factory 02 through a company release on 14 October 2025.
In preparation of the Share Issue, the Board of Directors of the Company has considered capital raising alternatives, including the possibility to raise capital through a rights issue based on the pre-emptive rights of shareholders. According to the Board's assessment, the other alternatives involve significant costs, schedule requirements and uncertainties relating to their completion, which are not in the best interests of the Company and its shareholders, given the Company's financing needs for the construction of the Factory 02 production facility as well as the need to rapidly proceed with the implementation of the Factory 02. Compared to the Share Issue, a rights issue would entail a significantly longer execution time and thereby increased market exposure and potentially a higher risk of a negative impact on share value, as well as higher costs and a risk that the rights issue would not be fully subscribed for.
The Board has further considered that the contemplated Strategic Partnership allows the Company to focus more strongly on developing its core technology, gas fermentation, and related biology, as well as on the global commercialisation of Solein®. The Board has further considered that the Strategic Partnership will significantly reduce the Company's financing needs for the implementation of Factory 02 and potentially other future production facilities.
The Board also has a positive view on an increased shareholding in the Company among institutional investors, who are by nature long-term investors capable of making substantial capital investments in a cost-effective manner. The Board has further assessed that directing the Share Issue to certain members of the Company's Board of Directors, Management Team and co-founders of the Company as well as certain private individuals would facilitate the successful completion of the Share Issue and strengthening of the Company's financial position. Therefore, the Company has weighty financial reasons to deviate from the pre-emptive subscription rights of shareholders.
The Share Issue will be carried out in an accelerated book-building process organized by DNB Carnegie, in which selected investors may submit offers for the Shares. The number of Shares issued as well as the final subscription price will be determined by the offers received in the accelerated book-building process as well as the terms of the investment undertaking given by GEA. The book-building will commence immediately after the publication this release and is expected to end no later than on 9:00 a.m. EET on 23 January 2026. The book-building may be discontinued or extended at any time during the process. After the close of the book-building process, the Company's Board of Directors shall make a decision on the Share Issue, including acceptance of the received offers, the number of Shares to be issued and the subscription price per Share. By determining the final subscription price in the Share Issue on the basis of an accelerated book-building process and negotiations with GEA, the Board of Directors has assessed that the subscription price will be set on market terms. The final number of issued Shares and subscription price at which the Shares are offered within the Share Issue will be published in a company release after the close of the book-building process. The members of the Board of Directors who intend to participate in the Share Issue have not participated and will not participate in the decision-making relating to the Share Issue.
The Company intends to enter into customary lock-up undertaking for a period of 180 days in connection with and subject to completion of the Share Issue. In addition, members of the Company's Board of Directors and management and their closely associated persons, who may participate in the Share Issue, intend to, subject to customary exceptions, agree to not sell their shares or other financial instruments in the Company for a period of 90 days in connection with and subject to completion of the Share Issue.
The Shares are expected to be registered in the Finnish Trade Register on or about 26 January 2026, and trading in the Shares together with the existing shares of the Company is expected to commence on First North on or about 27 January 2026, provided that the Share Issue is completed and Nasdaq Helsinki Ltd approves the Company's listing application. The Shares are expected to be ready for delivery to the investors against payment through Euroclear Finland Oy on or about 27 January 2026. The Shares will rank pari passu in all respects with the existing shares of the Company once they have been registered in the Finnish Trade Register and delivered to the investors' book entry accounts.
Solar Foods Oyj
Further Information
CFO Ilkka Saura, ilkka.saura@solarfoods.com, tel: +358 10 579 3289
Certified Advisor
DNB Carnegie Investment Bank AB (publ)
About Solar Foods
Solar Foods produces Solein®, a protein created using carbon dioxide and electricity. This innovative production method is independent of weather and climate conditions, eliminating the need for traditional agriculture. Founded in Finland in 2017, Solar Foods is listed on the Nasdaq First North Growth Market Finland. Learn more at www.solarfoods.com and investors.solarfoods.com.
Distribution
Nasdaq Helsinki Ltd
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Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to any offering of the Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, DNB Carnegie as the sole bookrunner, will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.
