Nordic Waterproofing Rejects Kingspan Offer

NORDIC WATERPROOFING’S board of directors has unanimously recommended that the company’s shareholders do not accept Kingspan’s offer to buy shares submitted on 10 October 2023.

The decision follows Kingspan, already Nordic Waterproofing’s largest shareholder, buying up more shares in September 2023. Kingspan acquired 1,648,089 shares giving it 30.9% of the total shares and votes in Nordic Waterproofing.

The acquisition of the additional shares in Nordic Waterproofing meant Kingspan had to submit a public offer for the remaining shares in the business under the Swedish Takeover Act. Kingspan was obliged to make a mandatory public offer within four weeks from the acquisition date.

On 10 October 2023, Kingspan submitted a public offer to Nordic’s shareholders for SEK 160 in cash per share with an offer document following in November 2023.

The offer values all shares in Nordic Waterproofing at approximately SEK 3,839 million. The total value of Kingspan’s offer, based on 16,538,259 outstanding shares in Nordic Waterproofing amounts to approximately SEK 2,646 million.

The offer price represented a reduction of 6.4% on the value of Nordic Waterproofing’s shares on the Swedish stockmarket’s Nasdaq Stockholm last Friday 5 February 2024.

Kingspan Offer

Nordic Waterproofing’s Board of Directors statement on Kingspan’s offer says its advice to shareholders to reject the bid is based on an “overall assessment of a number of factors”.

It continues: “the Board believes that the terms of the offer do not reflect the long-term growth prospect of Nordic Waterproofing nor do they take into account the synergy and coordination effects of the transaction. In view of the above, the board unanimously recommends Nordic Waterproofing’s shareholders to not accept the offer.”

Acceptance Period Extended

Because a process to obtain merger approval from the EU Commission is in progress, Kingspan last month announced that the acceptance period has been extended until 27 March 2024.

The completion of the Kingspan’s offer is conditional on all regulatory approvals.

>>Read more about Kingspan in the news