Summa Defence (SUMMAS) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates a strong Finnish group focused on security, resilience, and dual-use technology, shifting the main business from marine logistics to defence and security technology.

• Supports Finnish technological self-sufficiency and security, with ambitions for international growth, especially in NATO countries.

• Listing on First North in Stockholm and Helsinki targets increased visibility and funding for R&D, internationalization, and future M&A.

• Responds to heightened European security needs and growing defense budgets, especially post-NATO membership.

• Marine Logistics business divested due to financing covenants and lack of synergy with project-based solar energy business.

Financial terms and conditions

• Conditional share exchange agreement signed for the entire share capital of Summa Defence, valuing Summa Defence at EUR 185 million and Meriaura Group at EUR 40.4 million.

• Shareholders of Summa Defence will own 88.1% of the new group; Meriaura Group shareholders will hold 11.9%.

• Transaction includes a directed share issue, raising €28.15 million in new equity.

• Marine Logistics business sold to Meriaura Invest Oy for EUR 14.4 million, financed by a vendor note and offset by a directed acquisition of own shares.

• Arrangement results in an imputed write-down of approximately EUR 16.4 million for Meriaura Group in 2024.

Synergies and expected cost savings

• Merger expected to create significant value for shareholders through expanded business opportunities and group synergies.

• Subsidiaries retain their identities but benefit from group synergies, enabling participation in larger projects and international commercialization.

• Group structure accelerates production and product launches, especially in defence and security technology.

• Dual-use technology focus provides stable cash flow and resilience across civilian and defense sectors.