Fjord Defence Group ASA – Acquisition of Frydenbø Milpro AS and contemplated equity private placement
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Oslo, 20 May 2026
Fjord Defence Group ASA ("Fjord Defence Group" or the "Company") is pleased to announce that it today has entered into an agreement with Frydenbø Marine AS (the "Seller") to acquire 100% of the shares in Frydenbø Milpro AS ("Frydenbø Milpro") (the "Acquisition"). The purchase price in the Acquisition is approx. NOK 168.2 million, of which approximately NOK 104.9 million will be settled in newly issued shares in the Company and approximately NOK 63.3 million will be settled in cash. In order to partly fund the cash consideration, the Company intends to raise approximately NOK 80 million in gross proceeds through a contemplated private placement of new shares (the "Offer Shares") in the Company (the "Private Placement"). The Company has engaged Pareto Securities AS and Arctic Securities AS as Joint Managers and Joint Bookrunners in the Private Placement (the "Managers"). Reference is further made to the Company's Q1 trading update presentation, which contains further information about the Acquisition and Frydenbø Milpro, as well as to the stock exchange announcement published by the Company earlier today, 20 May 2026.
ABOUT FRYDENBØ MILPRO
Frydenbø Milpro is a leading Nordic integrator of bespoke light boat platforms and integrated solutions for defence and professional use, established in 2015 as a carve-out from Frydenbø Marine. The company specialises in customer-specific engineering of small boat platforms, including RIBs, inflatables and other types of light crafts typically below 10 metres, delivered as complete systems with engines, electronics, modular ballistic protection and mission-specific equipment tailored to customer requirements. Frydenbø Milpro operates with an asset-light "system integrator" model, owning design, engineering, project execution and quality assurance, while sourcing boats, engines, electronics and ballistic protection from a network of more than 100 subcontractors. Frydenbø Milpro is headquartered in Sætre, Norway, with waterfront access, deep-water quay and assembly facilities, and is led by a lean team of highly experienced professionals.
Frydenbø Milpro has demonstrated strong and profitable growth. Revenue grew at a CAGR of approximately 40% from NOK 14 million in 2020 to NOK 81 million in 2025 through purely organic growth which reflects the scalability of the asset-light system-integrator model. For 2026, Frydenbø Milpro is forecasting revenue of NOK 150–160 million with adjusted EBIT of NOK 30–40 million, supported by a year-to-go orderbook of approximately NOK 120 million and an identified weighted pipeline of approximately NOK 265 million for 2027–2028. Since inception, Frydenbø Milpro has served around 50 customers, all within the professional segment, with the Norwegian and Swedish Armed Forces accounting for approximately 75% of historical revenue.
STRATEGIC RATIONALE
The Acquisition carries compelling strategic merits with Frydenbø Milpro meeting all of Fjord Defence Group's investment criteria. Frydenbø Milpro is a well-run company with a strong management team, a proven history of profitability and growth, a strong growth outlook, distinctive products and a business model that is not dependent on technology breakthroughs to succeed. The Acquisition is expected to unlock meaningful top-line synergies across the Fjord Defence Group, as Frydenbø Milpro derives approximately 75% of revenues from the Norwegian and Swedish Armed Forces, while Fjord Defence Group's broader NATO and allied footprint could help scale Frydenbø Milpro's solutions internationally. Furthermore, the Acquisition diversifies the Fjord Defence Group's revenue base and lowers concentration risk by adding bespoke light boat platforms for military and professional use to the Fjord Defence Group's existing product offering within weapon accessories and ballistic protection solutions.
"We have built a successful growth story as a reliable supplier to the Norwegian and Swedish armed forces of niche products the last few years. As a subsidiary of Fjord Defence Group we want to increase our geographical footprint and look forward to close collaboration with the other subsidiaries within the Group. We believe in the strategy of the Company and are confident that the growing European defence sector will provide strong tailwinds in the years to come. We are therefore excited to become significant shareholders in the Company, and to take part in the continuing value creation", says Åsmund Bjørndal Heen, Chairman of the board, Frydenbø Marine AS.
"The acquisition of Frydenbø Milpro represents precise execution of our strategic investment criteria. We look for established businesses with high-barrier defence applications, strong recurring revenue potential, and a clear path toward regional leadership. Their specialized naval craft capabilities and deep-seated relationships with institutional clients provide the operational fit we value. Together, we see a bright future ahead as we leverage our expanded market reach, and deliver comprehensive, mission-critical solutions to naval and defence clients across the region", says Jon Asbjørn Bø, CEO of Fjord Defence Group.
ACQUISITION TERMS AND FINANCING
The Acquisition values Frydenbø Milpro at an enterprise value of NOK 170 million on a cash-free and debt-free basis, which corresponds to an equity value of NOK 168.2 million (the "Purchase Price"). The Acquisition will be completed on the basis of a locked-box mechanism per 31 March 2026 and no additional adjustments will be made to the Purchase Price (except that it will be subject to (i) a customary 5% locked box interest, and (ii) customary deduction of any potential leakage).
The Purchase Price will be settled with (i) new shares in the Company worth approximately NOK 104.9 million at a price per share equal to the offer price in the Private Placement (the "Consideration Shares"), and (ii) approximately NOK 63.3 million in cash (the "Cash Consideration").
The Cash Consideration will be funded by the Company with (i) a portion of the net proceeds from the Private Placement, and (ii) the remainder by way of drawdown under the M&A debt facility pursuant to the Company's existing Senior Facilities Agreement with Nordea Bank Abp, filial i Norge.
The Consideration Shares will be subject to lock-up, with 55% of the Consideration Shares being released after 12 months, and the remaining 45% after 24 months, counting from the date of completion of the Acquisition.
In addition to the Consideration Shares and Cash Consideration, the Seller may be entitled to an earn-out of up to NOK 60 million in aggregate over a period of two financial years, payable in newly issued shares in the Company, subject to Frydenbø Milpro's EBIT reaching certain thresholds: (i) for the financial year 2026, up to NOK 10 million accruing on a linear basis for EBIT between NOK 30 million and NOK 40 million, and (ii) for the financial year 2027, up to NOK 50 million accruing on a linear basis for EBIT between NOK 30 million and NOK 45 million.
The Acquisition is expected to be completed in late May / early June 2026 and is subject to customary closing conditions.
For more information about the Acquisition, please see the Q1 trading update presentation and the Company's announcement made on 20 May 2026.
THE CONTEMPLATED PRIVATE PLACEMENT
The Private Placement will commence immediately. The net proceeds to the Company from the Private Placement will be used to partly fund the Cash Consideration in the Acquisition and for general corporate purposes.
The subscription price per Offer Share in the Private Placement will be at a fixed price of NOK 15.05 (the "Offer Price"). The Offer Price has been set equal to the closing price for the Company's shares on Euronext Oslo Børs on 20 May 2026.
The Managers have, during the pre-sounding phase of the Private Placement, received pre-commitments and indications from certain existing shareholders and new investors which in aggregate covers the entire indicated offer size of NOK 80 million at the Offer Price.
The final offer size, including the number of Offer Shares to be issued in the Private Placement, will be determined by the board of directors (the "Board") following expiry of the Application Period (as defined below).
Application period
The application period for the Private Placement commences on 20 May 2026 at 16:30 (CEST) and ends on 21 May 2026 at 08:00 (CEST) (the "Application Period"). The Company together with the Managers may, at their own discretion, close, shorten or extend the Application Period at any time and for any reason and on short or without notice. If the Application Period is shortened or extended, the other dates referred to herein may be amended accordingly.
Pre-commitments and indications
Songa Capital AS, controlled by Arne Blystad ("Songa"), the second largest shareholder in the Company owning 6.55% of the shares outstanding, has pre-committed to subscribe for approximately NOK 40 million at the Offer Price in the Private Placement. In addition, the following members of the Company's management have collectively pre-committed to subscribe for, and will be allocated Offer Shares for, approximately NOK 1.2 million at the Offer Price in the Private Placement:
* Jon Asbjørn Bø through AS Saturn (CEO of the Company): approx. NOK 1,000,000. * Kristian Zahl through Mack Holding AS (COO of the Company): approx. NOK 100,000. * Øyvind Mølmann through Finance Interims ToDo AS (CFO of the Company): approx. NOK 100,000.
Certain other existing shareholders and new investors have, during the pre-sounding phase of the Private Placement, indicated that they will subscribe for more than NOK 38.8 million at the Offer Price in the Private Placement.
Selling restrictions
The Private Placement is directed towards investors subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000 per investor. However, the Company may offer and allocate Offer Shares for amounts below the NOK equivalent of EUR 100,000 to the extent exemptions from prospectus requirements, in accordance with applicable regulations, including the EU Prospectus Regulation and the (UK) Financial Services and Markets Act 2000 as amended by the Public Offers and Admissions to Trading Regulations 2024, are available. Further selling restrictions and transaction terms will apply.
Allocation
Allocation of Offer Shares will be made at the sole discretion of the Board (in consultation with the Managers) after expiry of the Application Period. The Board will focus on criteria such as (but not limited to) pre-commitments, indications from the pre-sounding phase, existing ownership in the Company, timeliness of order, relative order size, sector knowledge, perceived investor quality and investment horizon. The Company reserves the right, at its sole discretion, to reject and/or reduce any orders, in whole or in part.
Notification of allocation is expected to be sent by the Managers on 21 May 2026 before 09:00 (CEST).
Conditions for completion
Completion of the Private Placement by delivery of Offer Shares to investors is subject to (i) all corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including without limitation, the resolution by the Board to increase the share capital of the Company and issue the Offer Shares pursuant to an authorization to increase the share capital in the Company granted by the Company's extraordinary general meeting held on 18 December 2025 (the "Authorization"), and (ii) the Share Lending Agreement remaining in full force and effect (jointly referred to as the "Conditions").
The Private Placement is not conditional upon the completion of the Acquisition. The settlement of Offer Shares in the Private Placement will thus remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if the Acquisition is not completed.
The Company reserves the right to cancel the Private Placement at any time and for any reason prior to the notification of allocation. The applicants also acknowledge that the Private Placement will be cancelled if the Conditions are not fulfilled. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Settlement
Settlement of the Private Placement is expected to take place on a delivery-vs-payment basis (DVP) on 26 May 2026 (T+2).
The DVP settlement structure is facilitated through the delivery of existing and unencumbered shares in the Company, already admitted to trading on Euronext Oslo Børs, pursuant to a share lending agreement (the "Share Lending Agreement") between the Company, the Managers, AS Saturn and Tigerstaden AS. The Offer Shares will thus be tradable on Euronext Oslo Børs immediately after the notification of allocation.
The Managers will settle the Share Lending Agreement with new shares in the Company to be issued by the Board pursuant to the Authorization.
The first day of trading on Euronext Oslo Børs for the Offer Shares is expected on 21 May 2026 (being the same day as notification of allocation).
Lock-ups
In addition to the lock-up on the Consideration Shares to be issued in the Acquisition (see above), members of the Company's management and Board have agreed to a 6-month lock-up counting from execution of the Private Placement. Additionally, the sellers of Scanfiber Composites A/S (10.78% total ownership) are under an existing lock-up where 50% of their current shareholding will be released after 12 months, and the remaining 50% after 24 months, counting from 25 February 2026. AS Saturn (5.18% ownership), Trigger AS (5.04% ownership), Cubic Invest AS (5.04% ownership), GKI AS (4.66% ownership) and Hugin Management AS (3.52% ownership) are under an existing lock-up where 1/3 of their current shareholding are released after 12 months, another 1/3 after 24 months, and the remaining 1/3 after 36 months, counting from 20 June 2025.
Equal treatment
The Private Placement represents a deviation from the shareholders' preferential rights to subscribe for the Offer Shares. The Private Placement has been considered by the Board in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act, cf. recommendation no. 4 of the Norwegian Code of Practice for Corporate Governance. The Board is of the opinion that the Private Placement is in compliance with these requirements. The issuance of the Offer Shares is carried out as a private placement to partly fund the Cash Consideration and hence enable the Company to complete the Acquisition. By structuring the fundraising as an equity private placement, the Company is able to efficiently raise capital for the abovementioned purpose at an Offer Price equal to the closing price of the Company's shares as of today, 20 May 2026. The Offer Price lies above the volume weighted average price (VWAP) of the Company's shares over the last months. Structuring the fundraising as a rights issue directed towards all shareholders would have entailed more costs and taken several months to complete, likely at a significant discount to the trading price. The Company has also received pre-commitments from Songa and members of the Company's management to reduce transaction risk. On the basis of the above, and an assessment of the current equity markets as advised by the Managers, deal execution risk, and available alternatives, the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the Company and its shareholders, and accordingly does not intend to carry out a subsequent repair offering.
LEGAL ADVISER
Wikborg Rein Advokatfirma AS is acting as legal adviser to Fjord Defence Group.
For more information, please contact:
Jon Asbjørn Bø, CEO jab@fjorddefence.com +47 930 86 932
About Fjord Defence Group ASA
Fjord Defence Group ASA ("DFENS") is a Norwegian "compounder" listed on Euronext Oslo Børs seeking to acquire and develop fast-growing, profitable, and well-run companies in the defence industry. The company has a buy & build strategy, with focus on acquiring established, profitable businesses within the defence, security and related segments. More information on www.fjorddefencegroup.com.
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This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Kristian Zahl, COO of Fjord Defence Group, at the date and time as set out above.
IMPORTANT NOTICE
These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the potential equity raise in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned herein will be made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act.
In any EEA member state, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. "EU Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state).
This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading regulations 2024, and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will only be conducted with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This communication contains forward-looking statements concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Actual events may differ significantly from any anticipated development due to a number of factors, including, but not limited to, changes in investment levels and need for the group's services, changes in the general economic, political, and market conditions in the markets in which the group operate, and changes in laws and regulations. Such risks, uncertainties, contingencies, and other important factors include the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this communication by such forward-looking statements. The Company does not make any guarantees that the assumptions underlying the forward-looking statements in this communication are free from errors.
The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review, or revise any statement contained in this communication whether as a result of new information, future developments or otherwise, unless required by laws or regulations.
The Managers are acting exclusively for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any liability arising from the use of this announcement or responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.