HANZA (HANZA) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition aligns with the 2025 strategy to expand presence in Finland and the Baltics, strengthening advanced mechanical manufacturing capabilities and supporting critical mass in these markets.

• Leden Group brings complementary technology, a diversified and non-overlapping customer base, and modern facilities, enhancing operational resilience and competitiveness.

• The deal supports structured expansion through organic growth and well-chosen acquisitions, enabling cross-selling and accelerated growth.

• Leden's strong customer base in sectors like energy management, medical technology, and IT infrastructure complements existing operations.

• Management highlights shared values and the strategic value of acquiring competence and state-of-the-art facilities.

Financial terms and conditions

• 100% of Leden Group shares acquired for a purchase price based on a 7x EBITA multiple (2025 basis), with a cash and debt-free structure.

• Initial payment: €21 million in cash and 2.3 million newly issued shares valued at €14 million (approx. SEK 70/share), totaling €35 million.

• Additional earnout up to €15 million and up to 300,000 more shares, contingent on 2025 profitability and share price.

• Share portion subject to lock-up; cash portion fully financed through credit facilities and existing cash.

• Share dilution from new issuance is about 5%.

Synergies and expected cost savings

• Integration into HANZA's cluster model is expected to streamline costs, increase profitability, and unlock sales synergies via cross-selling.

• Leden's well-invested facilities reduce future capital expenditure needs.

• Enlarged Finland and Baltic cluster expected to improve profitability and resilience to sales fluctuations.

• Post-integration, Leden is expected to achieve higher margins within HANZA's structure.