Fjord Defence Group ASA – Acquisition of PartnerTech and contemplated equity private placement
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Oslo, 17 June 2026
Fjord Defence Group ASA ("Fjord Defence Group" or the "Company") is pleased to announce that it today has entered into an agreement with Permec Group AB (the "Seller") to acquire 100% of the shares in PartnerTech Karlskoga Aktiebolag ("PartnerTech") (the "Acquisition"). The purchase price in the Acquisition is approximately SEK 708 million, as further detailed below, of which approximately SEK 256.6 million will be settled in newly issued shares in the Company and approximately SEK 451.4 million will be settled in cash. To fund a portion of the cash consideration, the Company intends to raise approximately NOK 375 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 Arctic Securities AS, Pareto Securities AS and SB1 Markets AS as Joint Managers and Joint Bookrunners in the Private Placement (jointly, the "Managers").
ABOUT PARTNERTECH
PartnerTech is a leading Swedish manufacturer of strategic metal components for global defence original equipment manufacturers ("OEMs"), with manufacturing roots in the Bofors industrial area in Karlskoga, Sweden, dating back to 1917. PartnerTech specialises in high-precision components for weapon systems and large-calibre ammunition, with approximately 92% of revenues from defence OEMs. Its product offering encompasses mechanical components in titanium, aluminium and copper for various weapon systems. The company is headquartered in Karlskoga, with a second production facility in Filipstad, and is led by its Group CEO Magnus Blomgren, supported by an experienced board. PartnerTech has approximately 250 full-time employees.
PartnerTech has demonstrated strong and profitable growth, achieving a revenue CAGR of approximately 20% from 2022 to 2025 with expanding EBITDA margins. PartnerTech enters 2026 with a strong orderbook and continued momentum, and is expected to deliver further revenue and earnings growth in the current year. PartnerTech's financial performance reflects the scalability of its strategic supplier model and the sustained increase in demand from its core defence OEM customers.
STRATEGIC RATIONALE
PartnerTech is a deeply embedded, profitable industrial business with 30+ years of sole-source relationships with two of Europe's most important defence OEMs and a clear runway for growth driven by structural increases in European defence spending. Its advanced material-handling know-how, accumulated over decades, and its position in its customers' production lines give the business a resilience and defensibility that Fjord Defence Group values highly. For the Fjord Defence Group, the Acquisition adds a complementary and differentiated capability with high-precision metal components and ammunition parts, alongside its existing product offering within weapon accessories, ballistic protection and light boat platforms. PartnerTech's predominantly Swedish revenue base also creates a strong foundation for international growth, with Fjord Defence Group's broader NATO and allied network offering meaningful cross-selling opportunities across the combined portfolio.
"The last 10 years, we have built a successful supplier of strategic components to well reputed and large defence companies in Scandinavia. We are leveraging the position we have built and see strong growth the next decade. The timing for us to join forces with Fjord Defence Group is attractive and we look forward to becoming a significant part of their Buy & Build strategy within the European defence sector", says Magnus Blomgren, CEO of PartnerTech Karlskoga Aktiebolag.
"We are very pleased to welcome PartnerTech into the Fjord Defence Group. This acquisition adds significant scale and high-precision manufacturing capabilities to our platform. PartnerTech is a robust company with a strong leadership, and an excellent fit for the build part of our Buy & Build strategy. It will strongly support our organic growth and continued expansion in the European defence market for the years ahead", says Jon Asbjørn Bø, CEO of Fjord Defence Group.
A company presentation with further information about the Acquisition and PartnerTech will be made available on the Company's website www.fjorddefencegroup.com.
ACQUISITION TERMS AND FINANCING
The Acquisition values PartnerTech at a cash-free and debt-free enterprise value of SEK 900 million, of which (i) SEK 887.5 million is attributable to the enterprise value of PartnerTech, and (ii) SEK 12.5 million is attributable to the value of the continued engagement of key management. The corresponding equity value in the Acquisition is approximately SEK 708 million after debt and working capital adjustments (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 inter alia be subject to customary deduction of any leakage).
The Purchase Price will be settled with (i) new shares in the Company to the Seller worth approximately SEK 244.1 million at a price per share equal to the offer price in the Private Placement (the "Consideration Shares"), and (ii) approximately SEK 451.4 million in cash to the Seller (subject to deductions as set out above) (the "Cash Consideration"). Further, in order to incentivize key managers of PartnerTech, new shares in the Company will be issued to such key managers worth SEK 12.5 million at a price per share equal to the offer price in the Private Placement (the "Management Shares").
The Cash Consideration will be funded by the Company with (i) 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 and the Management Shares will be subject to lock-up (with customary exceptions, e.g. to finance taxes), with 50% being released after 12 months, and the remaining 50% after 24 months, counting from the date of completion of the Acquisition.
The Acquisition is expected to be completed in Q3 2026 and is subject to (i) certain mandatory regulatory approvals (including FDI approvals in Sweden) and (ii) certain other customary closing conditions.
The Consideration Shares and the Management Shares are expected to be issued pursuant to a resolution at an extraordinary general meeting in the Company expected to be held on or about 10 July 2026 (the "EGM"), or by the Company's board of directors (the "Board") if so authorised by the EGM.
The Consideration Shares and Management Shares will be listed on Euronext Oslo Børs following and subject to approval by the Financial Supervisory Authority of Norway and publication of a prospectus in accordance with the EU Prospectus Regulation (2017/1129) on prospectuses for securities and ancillary regulations (the "EU Prospectus Regulation"), as implemented under Norwegian law.
THE CONTEMPLATED PRIVATE PLACEMENT
The Private Placement will commence immediately following this announcement. The net proceeds to the Company from the Private Placement will be used to partially fund the Cash Consideration in the Acquisition.
The offer price and number of Offer Shares to be issued in the Private Placement will be determined by the Board in consultation with the Managers on the basis of an accelerated bookbuilding process.
Bookbuilding period
The bookbuilding period for the Private Placement commences on 17 June 2026 at 16:30 (CEST) and ends on 18 June 2026 at 08:00 (CEST) (the "Bookbuilding Period"). The Company may, at its sole discretion, close, shorten or extend the Bookbuilding Period at any time and for any reason and on short or without notice. If the Bookbuilding Period is shortened or extended, the other dates referred to herein may be amended accordingly.
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 Bookbuilding Period. The Board will focus on criteria such as (but not limited to) indications from the pre-sounding phase of the Private Placement, existing ownership in the Company, price leadership, 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 18 June 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 annual general meeting held on 21 May 2026 (the "Authorization"), and (ii) the Share Lending Agreement (as defined below) 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 22 June 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 and certain large existing shareholders in the Company. The Offer Shares will thus be tradable on Euronext Oslo Børs immediately after the notification of allocation.
The new shares in the Company to be redelivered to the share lenders relating to the Offer Shares will be issued by the Board pursuant to the Authorization.
The new shares in the Company to be redelivered to the share lenders relating to the Offer Shares, the Consideration Shares, and the Management Shares will be issued on a separate ISIN and will not be tradable on Euronext Oslo Børs until a listing prospectus has been approved by the Financial Supervisory Authority of Norway and published by the Company.
The first day of trading on Euronext Oslo Børs for the Offer Shares is expected on 18 June 2026 (being the same day as notification of allocation).
Lock-ups
In addition to the lock-up on the Consideration Shares and Management Shares to be issued in the Acquisition (see above), members of the Company's management and Board are under an existing lock-up where 100% of their current shareholding will be released after 6 months, counting from 20 May 2026. The sellers of Frydenbø Milpro AS (9.16% total ownership) are under an existing lock-up where 55% of their current shareholding will be released after 12 months, and the remaining 45% after 24 months, counting from 5 June 2026. The sellers of Scanfiber Composites A/S (9.03% 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.
Further to the above, AS Saturn (4.42% ownership), Trigger AS (4.22% ownership), Cubic Invest AS (4.22% ownership), GKI AS (3.90% ownership) and Hugin Management AS (2.94% ownership) are under an existing lock-up where 1/3 of their current shareholding is released after 12 months, another 1/3 after 24 months, and the remaining 1/3 after 36 months, counting from 20 June 2025. Accordingly, the first 1/3 of their current shareholding will be released on 20 June 2026. However, these shareholders are part of the Share Lending Agreement, and all of their shares will not be tradable on Euronext Oslo Børs until the listing prospectus has been approved and published, which is expected in late August 2026, entailing an indirect lock-up on these shares of approximately two months.
Voting undertaking
By applying for Offer Shares in the Private Placement, applicants who are existing shareholders in the Company irrevocably undertake to vote in favour of, or give a voting proxy to be used in favour of, all of the Board's proposed resolutions relating to the Acquisition (including the Consideration Shares and the Management Shares) and the potential Subsequent Offering (as defined below), at the EGM. Such undertaking will apply to all shares in the Company held or controlled by such applicant (directly or indirectly) as of the record date for the EGM (to be set out in the notice of the EGM).
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 partially fund the Cash Consideration and hence enable the Company to complete the Acquisition. By structuring the fundraising as an equity private placement (with a potential Subsequent Offering, as defined below), the Company is able to efficiently raise capital for the abovementioned purpose at a market-based offer price within the timeline for the Acquisition. 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.
Based on the above, an assessment of the current equity markets as advised by the Managers, the Company's need for funding to partly finance the Cash Consideration in the Acquisition, deal execution risk, available alternatives, and the potential Subsequent Offering (see below), the Board considers the waiver of the preferential rights inherent in the Private Placement to be in the common interest of the Company and its shareholders. Subject to completion of the Private Placement, approval and publication of a prospectus and certain other conditions, the Board may resolve to carry out a subsequent offering of new shares in the Company at the offer price in the Private Placement (the "Subsequent Offering").
Any such Subsequent Offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 17 June 2026 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. The Company reserves the right in its sole discretion to not conduct or to cancel any Subsequent 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