HANZA (HANZA) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition completes a multi-year strategy to balance manufacturing clusters across Europe, establishing the largest listed contract manufacturer in the region, with Germany as a key market.

• The acquired company brings advanced electronics manufacturing capabilities, high flexibility, and a robust, diversified customer base, supporting complex assembly and the LINX defense program.

• The merger is seen as a merger of equals, with strong cultural alignment and growth potential, especially in Germany and the defense sector.

• The customer base is diversified, with no significant overlap and no single customer exceeding 10% of sales, reducing concentration risk.

• The acquisition positions the group as the largest contract manufacturer in Europe, with SEK 10 billion in annual sales and 5,000 employees.

Financial terms and conditions

• Structured as a share swap, with the sellers receiving 27% of the combined group via approximately 17 million new shares, subject to EGM approval.

• Net interest-bearing debt in the acquired company is set at €50 million, about 2x EBITDA, with the combined group to remain below a 2.5x net debt/EBITDA ratio.

• 14.5 million of the new shares are subject to a lockup of up to 36 months, released gradually after 12 and 24 months.

• Transaction subject to EGM approval and regulatory clearance, expected to close around year-end 2025.

Synergies and expected cost savings

• Anticipated synergies in sales through cross-selling, supply chain streamlining, and improved operating margins via the cluster structure.

• Proven integration model expected to drive margin and cash flow improvements, as seen in previous acquisitions.

• Combined pro forma sales for 2025 estimated at SEK 10 billion, with improved profitability anticipated.

• Margin for the acquired company expected to rise above the current 7.3% post-integration.