Meriaura Group Plc publishes a company description due to the acquisition of Summa Defence Oy

Meriaura Group Plc
Company announcement                                    31 March 2025 at 4.00 p.m. (CEST)

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Meriaura Group Plc publishes a company description due to the acquisition of Summa Defence Oy

Due to the acquisition of Summa Defence Oy, Meriaura Group Plc publishes a company description that has been reviewed and approved by Nasdaq Stockholm AB. The company description is available on Meriaura Group Plc’s website
https://meriauragroup.com/investors/share/summa-defence-merger.

The company description concerns the share exchange through which Meriaura Group Plc plans to acquire all the shares in Summa Defence Oy.

Meriaura Group Plc and Summa Defence Oy to merge with a share exchange

On 29 January 2025, Meriaura Group Plc signed a conditional share exchange agreement to acquire the entire share capital of Summa Defence Oy, which brings together defence and security companies. The transaction will create a strong group of companies focusing on safety and security of supply in Finland, in which dual-use technology will play a significant role. In connection with the arrangement, the Marine Logistics business (Meriaura Oy and its wholly owned subsidiary VG-EcoFuel Oy) will be sold to Meriaura Invest Oy. The name of the new listed company will be Summa Defence Plc. The holding of Meriaura Group’s current shareholders in the new group of companies will be approximately 11.8%, and that of Summa Defence’s shareholders will be approximately 88.2% of the outstanding shares of the company.

The company description contains the following material information that has not been previously disclosed to the public:

• In connection with the transaction, the total amount of investments to be raised into Summa Defence Oy shall increase to EUR 28.15 million, resulting in a valuation of EUR 187.7 million for Summa Defence Oy.
• Subject to approval by the General Meeting, Meriaura Group Plc shall issue comprising a total of 4,030,374,032 new shares in Meriaura Group Plc to the shareholders of Summa Defence Oy.
• The maximum aggregate amount of earn-out liabilities to be transferred to Meriaura Group Plc under the agreements executed in connection with the transaction is EUR 75,4 million based on the annual accounts 2025-2028 of the relevant companies. Any possible earn-out consideration may, subject to separate agreement, be settled through the issuance of shares in Meriaura Group Plc. For the purpose of determining the number of shares to be issued in connection with such earn-out payment, the value per share shall be based on its market value (calculated as the volume-weighted average trading price over the preceding thirty (30) trading days). Any directed share issue conducted to satisfy a potential earn-out will unavoidably result in the dilution of existing shareholders’ ownership percentages.
• Statement regarding working capital: ”The Board of Directors of Meriaura and Summa consider that the Company possesses sufficient working capital for at least twelve (12) months from the first day of trading of the New Shares to conduct its planned business.”
• Pro forma income statement for the period 1 January – 31 December 2024 and Pro forma balance sheet 31 December 2024
• Independent Auditor’s assurance report on the compilation of Pro forma Financial Information included in this Company Description

Meriaura Group’s company release about the conditional share exchange agreement can be found at:

https://meriauragroup.com/meriaura-group-oyj-inside-information-meriaura-group-plc-and-summa-defence-oy-to-merge-into-a-new-group-of-companies-in-the-defence-sector/

MERIAURA GROUP PLC

More information:
Meriaura Group Plc
Jussi Mälkiä, CEO
Tel. +358 400 785 489
Email: jussi.malkia@meriaura.com

Meriaura Group Plc in brief

Meriaura Group Plc has two business areas: Marine Logistics and Renewable Energy.

Meriaura Oy, which engages in the Marine Logistics business, is a major provider of transport for bulk cargo and demanding project deliveries in Northern Europe, especially in the Baltic Sea and North Sea regions. The company provides its customers with competitive low-emission marine transport services, which are based on long-term affreightment agreements, a modern fleet and the active development of operational sustainability. In addition, Meriaura has a strong market position as a marine transport provider in renewable energy construction projects. 

The Marine Logistics business also includes VG-EcoFuel Oy, which produces biofuels from bio-oils and recycled oils generated as industrial by-products.

The Renewable Energy business focuses on comprehensive clean energy solutions. Meriaura Energy Oy designs and delivers clean energy production systems as comprehensive deliveries for industry and district heat production. Energy production is built around large-scale solar thermal systems implemented using high-performance solar thermal collectors manufactured by the company. The Renewable Energy business also includes Rasol Oy, which provides high-quality solar power systems for buildings, businesses and solar parks.

Meriaura Group’s shares are listed on Nasdaq First North Growth Market Sweden under the symbol MERIS and on Nasdaq First North Growth Market Finland under the symbol MERIH.

www.meriauragroup.com

The company’s Certified Adviser is Augment Partners AB, info@augment.se, tel. +46 8-604 22 55.