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Oslo, 27 November 2025 at 08:30 CET.
Spir Group ASA (the "Company") today announces the agreement for a recommended
voluntary cash offer (the "Offer") by BidCo Clover AS (the "Bidder"), to acquire
all issued and outstanding shares in the Company (the "Shares") not already
directly or indirectly controlled by the Bidder at an offer price of NOK 8.567
per Share (the "Offer Price").
The Offer is being made by the Bidder, a newly established acquisition vehicle
wholly owned by HoldCo Clover AS, which is owned by the four largest
shareholders of the Company, Karbon Invest AS, Carucel Finance AS, Stella
Industrier AS/Stella AS and Varner Kapital AS. The Bidder will directly or
indirectly control approximately 66.55% of the Shares prior to completion of the
Offer.
The Bidder has received pre-commitments to accept the Offer from shareholders of
the Company (the "Shareholders"), including from board members and the executive
management of the Company, who together hold 5,399,125 Shares representing
approximately 4.1% of the Shares as at the date of this announcement (the
"Pre-Acceptances"). In addition, Shareholders holding approximately 5.9% of all
shares in the Company have confirmed that they intend to accept the Offer.
Following this, Shareholders controlling a total of 76.54% of the Shares in the
Company have confirmed that they intend to support the Offer.
Rolv Erik Ryssdal, Chairman of the board of directors of Spir Group ASA,
commented:
"We are pleased to announce that Spir Group ASA has received an offer from a
consortium consisting of the CompanyŽs four largest shareholders, at NOK 8.567
per share, to acquire all outstanding shares.
The Board has provided a recommendation of the Offer. The Board is of the view
that the Offer represents a fair offer to the shareholders seeking liquidity,
taking into account prevailing market conditions as well as the liquidity of the
CompanyŽs shares. The offer represents a 30.46% premium to 1-month VWAP as of 26
November 2025, and a premium of 37.73% to last close price, which is an
opportunity to realize value at a premium to recent trading levels."
Per Haakon Lomsdalen, CEO of the Company commented:
"As a private company, Spir will have greater flexibility to pursue its strategy
of delivering mission-critical data, software and geo-information services to
the real estate industry in Norway and Sweden. The consortium of shareholders
fully supports our strategy and long-term ambitions, whether that means
expanding into new segments, strengthening our technology and product offering,
or deepening our commitment to operational excellence.
We are certain in our strategic direction and how going private will strengthen
the execution of our strategy. As such, we are excited by the opportunity and
fully support the bid."
KEY HIGHLIGHTS OF THE OFFER
The Shareholders will receive NOK 8.567 per Share to be settled in cash, which
values the total equity capital of the Company at NOK 1,139 million on a fully
diluted basis. The Offer represents an EV/Adj. Cash EBITDA multiple of 15.9x,
based on an Enterprise Value of NOK 1,130 million calculated as the equity value
plus reported Net Interest-Bearing Debt (Cash) of NOK -9 million as per Q3 2025.
The Offer Price represents a premium of:
- 37.73% to the closing price of the Shares on 26 November 2025, which was the
last trading day prior to the announcement of the Offer