HANZA (HANZA) M&A announcement summary

Deal rationale and strategic fit

• Acquisition completes a multi-year strategy to balance manufacturing clusters across Europe, establishing Germany as the final and largest cluster and creating the largest listed contract manufacturer in the region.

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

• Strong cultural alignment and proven integration model support seamless consolidation and growth potential, especially in Germany.

• Customer base is diversified with no significant overlap and low concentration risk; no single customer exceeds 10% of sales.

• Cross-technology synergies and enhanced operational capabilities are expected.

Financial terms and conditions

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

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

• Net interest-bearing debt in the acquired company is set at or below €50 million at closing, keeping the combined group below a 2.5x net debt/EBITDA ratio.

• Transaction subject to EGM and regulatory clearance, with closing expected by year-end 2025.

Synergies and expected cost savings

• Anticipated synergies in sales through cross-selling, supply chain optimization, and improved operating margins.

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

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

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