EG Sverige AB made a public tender offer bid to acquire Mestro AB (publ) (OM : MESTRO) for approximately SEK 184 million on February 9, 2024. EG Sverige AB offered to acquire all shares in Mestro for SEK 18 in cash per share. The acceptance period for the Offer is expected to commence on February 13, 2024 and end on March 4, 2024. Mestro AB's four largest shareholders namely- RP Ventures AB, Aktiebolaget Företagsledare Rego, Magnus Astner and amhällsbyggnadsbolaget i Norden AB, which together own approximately 43.2% of the outstanding shares and votes in the Company, have entered into irrevocable undertakings to accept the Offer subject to certain conditions.

Completion of the Offer is conditional upon, among other things, EG obtaining necessary regulatory, governmental approvals, decisions and other actions from authorities that the Offer is accepted to such extent that EG becomes the owner of shares representing more than 90% of the total number of outstanding shares in Mestro. EG has reserved the right to waive this condition and to complete the Offer at a lower level of acceptance. To evaluate the bid, Mestro has formed an Independent Bid Committee which consists of Anders Palmgren (chairman) and Mia Batljan. As the Board members Rikard Östberg and Alexandra Kulldorff represent shareholders who have undertaken to accept the Offer, they have not participated in the Board?s evaluation of or decisions relating to the Offer. The Committee has unanimously decided to recommend the shareholders of Mestro to accept the Offer. The Committee notes that the Offer represents a premium of approximately 84% in relation to the closing price of Mestro's share on 8 February 2024, and a premium of approximately 82% in relation to the volume weighted average trading price of Mestro's share during the last 30 trading days prior to the announcement of the Offer. The Committee also notes that the Board has rejected previous indicative offers for Mestro as they were not considered to reflect the fair value of Mestro. The Offer is not subject to any financing conditions and will be financed through available cash resources. Bidder intends to commence compulsory redemption proceedings under the Swedish Companies Act to acquire all remaining shares in Mestro. In connection therewith, the Bidder intends to promote a delisting of Mestro's shares from First North. As of February 19, 2024, EG Sverige AB entered into an agreement to acquire 53% Mestro from ES Aktiehandel AB, Consulting AB, Anders Palmgren Media Ab and others for approximately SEK 110 million and the consideration in its offer is increased to SEK 20 in cash per share in Mestro. As of March 5, 2024, EG Sverige has extended the acceptance period for its public takeoveroffer to the shareholders of Mestro AB to March 20, 2024. As of March 20, 2024, At the end of the extended acceptance period that expired on 20 March 2024, the Offer has been accepted by shareholders of 3,548,864 number of shares in Mestro which together with the shares in Mestro that the Bidder has agreed to acquire, represent approximately 87.72%. EG Sverige has extended the acceptance period in the Offer up to and including 3 April 2024 to enable more acceptances to be submitted in the Offer. AS of March 21, 2024, EG has, in a public offer and thereto related side transactions, reached an acceptance level to acquire 87.72 % of the shares of the Swedish listed software company Mestro AB.

The Committee has engaged Redeye AB as financial advisor and Setterwalls Advokatbyrå AB as legal advisor in connection with the Offer. Tobias Lanttoo of Svalner Skatt & Transaction KB to provide fairness opinion regarding the Offer to the Independent Bid Committee. EG has appointed Wistrand Advokatbyra as legal advisor

EG Sverige AB completed the acquisition of Mestro AB (publ) (OM : MESTRO) on April 3, 2024. At the end of the extended acceptance period that expired on 3 April 2024, the Offer had been accepted by shareholders of 4,580,730 shares in Mestro which together with the shares in Mestro that the Bidder has acquired through the Side Transactions, represent approximately 97.81 per cent of all outstanding shares and votes in Mestro. The Bidder has resolved to initiate a compulsory buy-out procedure to acquire the remaining shares in Mestro and to extend the acceptance period in the Offer up to and including 17 April 2024 to enable more voluntary acceptances to be submitted in the Offer.