Statement from the independent bid committee of Irisity regarding the mandatory offer from Stockhorn Capital

Irisity’s independent bid committee unanimously recommends shareholders reject Stockhorn Capital’s mandatory SEK 0.132 per-share cash offer, concluding—supported by a fairness opinion from Partner Fondkommission AB—that the bid is not fair financially and does not reflect Irisity’s long-term value; Stockhorn’s offer values the company at roughly SEK 50.7m and would cost about SEK 24.8m to buy the outstanding shares it does not own. Stockhorn reached a 36.61% stake through purchases and heavy participation in Irisity’s November rights issue and set the offer price at a 15.9–20.2% discount to recent price benchmarks. The acceptance period runs to 16 January 2026, completion is conditional on required approvals, and while Stockhorn says it intends to be a long-term active owner with no planned operational or employment changes, the committee’s rejection is likely to limit uptake and preserve leverage for shareholders in any further discussions or transactions.

Analysis

Irisity’s independent bid committee unanimously recommends shareholders reject Stockhorn Capital’s mandatory cash offer of SEK 0.132 per share, supported by a fairness opinion from Partner Fondkommission AB which concludes the Offer is not fair from a financial perspective. The Offer values the company at approximately SEK 50.7 million and would cost roughly SEK 24.8 million to acquire the 187,985,708 shares not owned by Stockhorn; payment is expected around 22 January 2026 and the acceptance window runs from 5 December 2025 to 16 January 2026.

The Offer represents a discount versus recent trading metrics: -20.2% to the 2 December 2025 close of SEK 0.1655, -18.8% to the 5 November 2025 close of SEK 0.1625, -15.9% to the 30-day VWAP of SEK 0.157 and -19.0% to the 90-day VWAP of SEK 0.163. The committee’s assessment also considered Irisity’s strategic and financial position and noted Stockhorn’s existing material stake (reported at 61,147,614 shares, 36.61%) and its significant participation in the November 2025 rights issue (reported subscriptions of 79,490,598 and an additional 55,578,020 shares).

Stockhorn states it intends to be a long-term active owner and that it does not plan operational or employment changes, and the committee assumes this description to be accurate; completion of the Offer remains conditional on required approvals. Given the committee’s public rejection and the fairness opinion, shareholder uptake of the Offer may be limited, preserving shareholder leverage for negotiations or a possible revised proposal, while investors should monitor acceptance rates, regulatory clearances and any further purchases by Stockhorn.

Key Decisions for Investors

• Do not tender shares under the current SEK 0.132 offer given the independent bid committee’s unanimous recommendation and Partner’s fairness opinion concluding the price is financially unfair and discounts recent trading benchmarks by ~16–20%.
• Monitor acceptance levels, Stockhorn’s further purchases and any regulatory or approval developments through 16 January 2026 (payment expected around 22 January 2026) because these factors will materially affect the likelihood of completion or a revised bid.
• If liquidity is required, consider selling in the open market only if market price exceeds SEK 0.132 or if a superior bid emerges; otherwise retain shares to capture the long-term value the committee argues the Offer fails to reflect.