Amplex AB announces a cash offer to the shareholders and warrantholders of ADDvise Group AB (publ)

Amplex AB has launched a SEK 1.65-per-share and SEK 0.49-per-warrant cash offer for all shares and warrants in Nasdaq First North‑listed ADDvise Group, valuing the company at about SEK 1.05 billion and the portion not already held by Amplex at roughly SEK 734.3 million; the price implies a c.41.5% premium to recent trading in class B shares (but a c.17% discount to class A) and a large premium on TO1B warrants. Amplex already controls roughly 29.8% of the share capital and 43.6% of voting rights and says the bid — financed via available credit facilities and outlined in an offer document published 10 Dec 2025 with an acceptance window expected 11 Dec–23 Jan 2026 and settlement around 30 Jan 2026 — is aimed at taking ADDvise private to pursue operational restructuring and longer‑term investments it argues are difficult to execute in the public market. Completion is conditional on regulatory clearances, other customary conditions and Amplex obtaining >90% on a fully diluted basis (after which Amplex intends compulsory redemption and delisting), and the board must obtain an independent fairness opinion because of related‑party ties between Amplex management and ADDvise.

Analysis

Amplex AB has launched a public cash offer to acquire all shares and warrants in ADDvise Group at SEK 1.65 per class A/B share and SEK 0.49 per warrant, valuing ADDvise at approximately SEK 1.05 billion and the portion not owned by Amplex at about SEK 734.26 million; the acceptance window is expected 11 December 2025–23 January 2026 with settlement around 30 January 2026. The bid is financed via Amplex’s available credit facilities and is not subject to financing conditions.

As of the announcement Amplex and related parties control 19,245,269 class A and 161,326,273 class B shares (c.29.79% of capital and 43.58% of votes). The offer implies a c.41.5% premium to the class B closing price of SEK 1.17 on 9 Dec 2025, a c.319.5% premium to TO1B warrants trading at SEK 0.12, but a c.17.3% discount to the class A closing price of SEK 2.00. Fredrik Celsing (Amplex CEO and ADDvise board chair) has irrevocably agreed to accept his holdings, creating a related-party situation that triggers a required independent fairness opinion and an acceptance period of at least four weeks.

Amplex frames the take-private as a move to restore operational flexibility after acquisitions and market headwinds, citing unstable demand and constrained financial flexibility; completion is conditional on regulatory clearances (including the Inspectorate of Strategic Products), no material adverse change and Amplex obtaining >90% on a fully diluted basis, after which it intends compulsory redemption and delisting. Key execution risks are failure to reach the >90% threshold, regulatory approvals, the board’s fairness opinion, and the potential for a competing offer or changes in ADDvise’s disclosed information.

Key Decisions for Investors

• Class B shareholders should give serious consideration to accepting the offer given the c.41.5% premium to the 9 Dec close, while confirming settlement timing and the forthcoming board fairness opinion before tendering
• Class A shareholders should be cautious because the SEK 1.65 price is ~17% below the class A close on 9 Dec; consider withholding acceptance until the independent fairness opinion and any competing bids are disclosed
• Warrantholders, particularly holders of TO1B, should consider accepting given the c.320% premium to recent warrant prices unless they seek continued upside from a potential competing bidder
• Event-driven and arbitrage investors should monitor acceptance levels (Amplex must obtain >90% on a fully diluted basis), regulatory clearances and any waiver of conditions, and be prepared for compulsory redemption and delisting if the threshold is met
• All investors should track the board statement and independent fairness opinion, updates on Inspectorate of Strategic Products approval, and any material disclosures from ADDvise as these are the primary determinants of deal completion and valuation outcomes