Summa Defence (SUMMAS) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates a leading Finnish defense and security group focused on dual-use technologies and security of supply, aiming for growth in EU and NATO markets and leveraging the expertise of multiple subsidiaries.

• The transaction responds to geopolitical changes and increased European defense spending, positioning the group to address new threats and technological innovation.

• The public listing is intended to increase visibility, secure funding for product development, and support internationalization.

• Marine Logistics business is divested to align with the strategic focus on defense and security technology.

Financial terms and conditions

• Meriaura Group acquires all shares of Summa Defence via a conditional share exchange agreement, valuing Summa Defence at EUR 185 million and Meriaura Group at EUR 40.4 million.

• Investors will inject €28.15 million in capital, and Summa Defence will raise EUR 25.1 million via a directed share issue prior to the exchange.

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

• Post-transaction, Summa Defence shareholders will own 88.1% and Meriaura Group shareholders 11.9% of the new group.

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

Synergies and expected cost savings

• Combining expertise and resources of multiple defense and security companies is expected to create shareholder value, operational synergies, and enable participation in larger projects.

• Dual-use technologies will enable cross-sector solutions for both defense and civil markets.

• The group will continue an active M&A strategy, targeting companies with dual-use technologies and international growth potential.