(Bloomberg) -- Private equity group EQT AB unveiled a bid for OEM International AB having secured sufficient shareholder votes to take control of the Swedish component business.
EQT said it had received 72.5% of the votes thanks to the support of a group of key owners in the company even though they hold only 26% of the share capital. In Sweden, many companies listed on the main stock exchange run a dual-class share structure that confers greater voting rights on certain types of stock, often called Class A shares.
OEM’s key owners agreed to sell about three quarters of their holdings to EQT including their A shares, according to a statement on Tuesday.
The offer to OEM shareholders comes at a price of 110 kronor ($10.26) per share in cash. The total value of the take-private deal is about 15.25 billion kronor, representing a discount of 12.3% compared to the closing price of OEM’s shares on Monday.
OEM’s shares fell as much as 10% when trading started in Stockholm, marking their biggest intraday drop since Feb. 19.
Under Swedish law, if EQT secures 90% of the votes it can delist OEM by forcing the remaining shareholders to sell their stock. Anything below that threshold may leave the private equity firm as a majority owner in a listed entity.
“I can’t speculate on the outcome of the tender offer, but it’s deliberately a voluntary takeover offer without any minimum acceptance threshold,” EQT Partner Matthias Wittkowski said in an interview.
While OEM’s largest shareholders, comprising Orvaus AB, Siv Franzen, Agne Svenberg and AB Traction, have agreed to the offer, OEM’s independent bid committee in a separate statement recommended that shareholders refrain from accepting it. The terms of the deal are “not fair from a financial perspective,” the committee said.
EQT’s Wittkowski said it’s now up to shareholders to remain invested or “to follow suite with those founding families and decide to tender their shares to us.”
The acceptance period is expected to start on Dec. 19 and expire on Feb. 27 next year.
--With assistance from Christopher Jungstedt.
(Updates with further context on share structure.)
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