Brinova Fastigheter (BRIN) M&A Announcement summary

Deal rationale and strategic fit

• Significant geographic overlap in the Öresund Region, enabling operational synergies and a focused footprint.

• The combined entity will become one of the largest listed residential real estate companies in Sweden, focusing on residential, community, and commercial properties.

• Brinova's property value more than doubles to SEK 19.2 billion, increasing scale and market presence.

• Enhanced share liquidity and potential for index inclusion due to increased market capitalization.

Financial terms and conditions

• Brinova acquires 108 properties valued at SEK 10.8bn from K-Fastigheter in exchange for up to 137.4m newly issued shares at NAV per share.

• The property portfolio comprises 304,400 sqm and 4,279 rental units, mainly residential.

• Share consideration capped at 27.0m A shares and 110.4m B shares, representing up to 58.4% of Brinova's shares and votes.

• If net debt is below SEK 6.3bn at closing, a promissory note will be issued for the difference.

• Pro forma NAV of New Brinova is SEK 7.5bn, with a net LTV of 60.5%.

Synergies and expected cost savings

• High degree of geographical overlap supports operating leverage and economies of scale, especially in procurement and financing.

• Central administration costs are expected to increase only marginally.

• Combined portfolio offers an attractive mix, predominantly residential properties.