Ambea (AMBEA) M&A announcement summary

Deal rationale and strategic fit

• The combination creates a leading Nordic care provider with a broader platform, specialist capabilities, and a strong geographical footprint across all major Nordic markets, addressing growing demand due to aging populations and increased care needs.

• Both organizations share a commitment to high-quality, individualized, and sustainable care, providing a strong cultural foundation for integration and long-term value creation.

• The deal enables accelerated investment in care methods, digital tools, AI, and innovation to meet growing care needs and future success.

• Complementary strengths broaden expertise, specialist capabilities, and geographical footprint, with enhanced opportunities for knowledge sharing and employee development.

• Ambea intends to divest Humana's Swedish Personal Assistance business post-merger to focus on core operations.

Financial terms and conditions

• Humana shareholders are offered SEK 62.30 per share, consisting of SEK 20 in cash, 0.305 Ambea shares per Humana share, and a contingent value right (CVR) up to 4.36 SEK per share.

• The offer values Humana at approximately SEK 2.96 billion, representing a 26.8% premium to the prior closing price, 24.0% to 30-day VWAP, and 31.8% to 90-day VWAP.

• Including the full CVR payout, the offer could reach approximately SEK 3,168 million plus litigation cost compensation and interest.

• The acquisition will be financed through cash, buybacks, newly issued shares, incremental financing from existing lenders, and debt, with no financing condition for completion.

• Supported by Humana’s board and major shareholders representing 41.9% of capital and votes, with an additional 3.4% expressing support.

Synergies and expected cost savings

• Annual run-rate pre-tax cost synergies of approximately SEK 120 million are expected, fully realized in the second year post-completion.

• Synergies will come from overlapping group functions, reduced administrative costs, operational improvements, and more effective use of joint resources.

• One-off transaction and integration costs are expected primarily in the first 12-15 months after completion, estimated at SEK 150 million.

• Transaction-related costs are estimated at SEK 90 million in 2026.

• Cost synergies alone represent about 0.5 percentage point EBITDA margin improvement.