Statement by the board of directors of Nobina in relation to the public offer from Ride BidCo

The board of directors of Nobina has, after careful consideration, unanimously concluded to recommend shareholders to accept the public offer from Ride BidCo.

This statement is made by the board of directors of Nobina AB (publ) (“Nobina” or the “Company”) pursuant to Rule II.19 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).

Background

Basalt[1], through Ride BidCo AB (“Ride BidCo”), has today announced a public offer to the shareholders of Nobina to transfer all their shares in Nobina to Ride BidCo at a price of SEK 108 in cash per share (the “Offer”).

The Offer values all shares in Nobina at approximately SEK 9,323 million.[2] The offered price per share represents a premium of:

  • 29.6 per cent compared to the closing share price of SEK 83.35 on 10 December 2021 (the last day of trading prior to the announcement of the Offer);
  • 35.8 per cent compared to the volume-weighted average trading price of SEK 79.51 during the last 90 trading days prior to the announcement of the Offer; and
  • 23.7 per cent compared to the highest recorded closing share price of SEK 87.30 since Nobina’s initial public offering on 18 June 2015.

The acceptance period for the Offer is expected to commence on 14 December 2021 and expire on 14 January 2022, subject to any extensions.

Completion of the Offer is conditional upon, among other things, the Offer being accepted to such extent that Ride BidCo becomes the owner of more than 90 per cent of the total number of shares in Nobina. Ride BidCo has reserved the right to waive one or several of the conditions for completion of the Offer.

The board of directors has, at the written request of Basalt and Ride BidCo, permitted Basalt and Ride BidCo to carry out a confirmatory due diligence review of Nobina in connection with the preparations of the Offer. Basalt and Ride BidCo have not received any inside information relating to Nobina in connection with such due diligence review.

More information about the Offer is available at Ride BidCo’s website, www.offertoride.com.

The board of directors’ evaluation of the Offer

In assessing the merits of the Offer, the board of directors has taken a number of factors into account, including, but not limited to, the Company’s new strategy and business plan, the Company’s current financial position, prevailing market conditions and challenges in the markets where the Company operates, the Company’s expected future development and opportunities and risks related thereto, valuation methods normally used in evaluating public offers for listed companies, including the Offer’s valuation of Nobina relative to comparable listed companies and comparable transactions, premiums in previous public offers on Nasdaq Stockholm, and the stock market’s expectations in respect of Nobina.

As part of its evaluation of the Offer, the board of directors has also investigated other opportunities in light of the approach of Basalt and taken into account previous interest from other potential bidders.

Further, in arriving at its recommendation to the shareholders of Nobina to accept the Offer, the board of directors has considered a fairness opinion provided by Lenner & Partners, according to which the Offer is fair from a financial point of view for the shareholders in Nobina. Lenner & Partner’s fairness opinion is attached to this statement. Lenner & Partners receives a fixed fee for the fairness opinion that is not dependent on the outcome of the Offer.

The board of directors has engaged Lazard as financial adviser and Gernandt & Danielsson Advokatbyrå as legal adviser in relation to the Offer.

The board of directors’ recommendation of the Offer

The board of directors of Nobina has, based on a financial short to mid-term perspective, unanimously concluded to recommend shareholders to accept the Offer. A group of board members are of the opinion that Nobina – based on its future prospects, new strategy and business plan, as well as the position as the largest public transport company in the Nordic region – has a potential for an accelerated growth, both organic and inorganic, that could create a greater value than Ride BidCo’s public offer and thus be of interest for investors with a long-term perspective. That said, the board of directors notes that it could take time before the equity capital market recognises Nobina for its current strategy and business plan.

The effects on Nobina and its employees, etc.

Under the Takeover Rules, the board of directors is required, on the basis of Ride BidCo’s statement in the announcement of the Offer, to present its opinion on the effects the implementation of the Offer may have on the Company, particularly in terms of employment, and its view on Ride BidCo’s strategic plans for the Company and the impact such plans could be expected to have on employment and on the locations where the Company conducts its business. In its press release announcing the Offer, Ride BidCo states:

Basalt is impressed with the strength of the executive management team of Nobina and believes that they, together with the other employees, have played a key role in growing the Company to date. Ride BidCo’s plans for the future business and general strategy, as described above, does not currently include any material changes with regard to Nobina’s operational sites, its management and employees, including their terms of employment.”

The board of directors assumes that this statement is accurate and has in relevant respects no reason to take a different view.

* * *

This statement by the board of directors of Nobina shall be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.

Stockholm, 13 December 2021
Nobina AB (publ)
The board of directors

[1] Basalt Infrastructure Partners III A L.P., Basalt Infrastructure Partners III B L.P., Basalt Infrastructure Partners III C L.P. and Basalt Infrastructure Partners III D L.P., each acting through its general partner and manager Basalt Infrastructure Partners III GP Limited (“Basalt”).

[2] Based on 86,325,590 shares, i.e. excluding the 2,030,092 shares held in treasury by Nobina.


This press release contains inside information that Nobina AB (publ) is required to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication by the below contact person on 2021-12-13 at 07:45 a.m. CET.

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