Komplett ASA (OB:KOMPL) entered into an agreement to acquire NetOnNet AB from Waldir AB for NOK 3.7 billion (SEK 3.8 billion) on February 9, 2022. Under the terms of agreement, Waldir AB will receive 35,242,424 new Komplett shares and NOK 1,500 million (SEK 1,549 million) in cash having an enterprise value of NOK 3,797 million (equal to 13.3x EBIT (adj.) 2021) based on year-end 2021 net interest bearing debt (excluding lease liabilities). Financing to settle the cash consideration is secured through a SEK 3.8 billion (NOK 1,500 million) committed 15-month bridge loan facility. Komplett intends to replace the bridge loan facility with proceeds from the issuance of new shares in due course. Canica Invest has committed to subscribe for at least SEK 516 million (NOK 500 million) in such a share issue. NetOnNet will become part of the Komplett Group. NetOnNet will be a separate business entity and part of the Komplett Group. Komplett will remain listed on the Oslo Stock Exchange and will retain its robust financial position and dividend capacity after the transaction. Canica Invest AS will remain the largest and a long-term shareholder in Komplett after the combination with an approximate shareholding of 40% before the intended issuance of new shares to finance the cash consideration to Waldir. Komplett proposed dividend for the financial year 2021, which also will be payable to the consideration shares to be issued to Waldir, subject to final approval of such dividend at Komplett's annual general meeting.

For year ended December 31, 2021, NetOnNet AB had total revenue, Ebit, Net income, Total assets and common equity as of SEK 7.5 billion, SEK 268 million, SEK 205 million, SEK 2 billion and SEK 484 million. Lars Olav Olaussen to continue as Chief executive officer for the combined company with Susanne Holmström as Deputy Chief executive officer and managing director of NetOnNet. Fabian Bengtsson, Chairman of SIBA Invest and proposed new board member in Komplett Fabian Bengtsson, chairman of Waldir, is proposed as a new board member of Komplett and Roland Vejdemo, current chairman of the board of NetOnNet, as a new observer in the board of Komplett, and with Carl Erik Hagen (currently a deputy board member) as an observer to the board. Martin Bengtsson, CEO of SIBA Invest, to be represented on Komplett's nomination committee. Completion of the transaction is subject to customary closing conditions, including approval by Komplett's general meeting and necessary competition authority clearances in Norway and Sweden. Komplett's general meeting is expected to be held during March, and completion of the transaction is expected in Q2 2022. As of March 16, 2022, the shareholders of Komplett approved the transaction, including approval on the issuance of consideration shares, granting the board of directors an authorization to issue new shares in connection with a contemplated equity capital transaction to finance the cash consideration of the acquisition of NetOnNet, making certain changes to the composition of the board of directors and nomination committee. As of March 21, 2022, Komplett received clearance to complete the transaction from the competition authorities in Norway and Sweden, respectively. Completion of the transaction is expected to occur during the first half of April 2022.

Atle Vereide and Hans Kvernmo of Skandinaviska Banken Enskilda (publ) AB Oslofilialen, norsk avdeling av utenlandsk foretak ("SEB") and Carl Montalvo, Rickard Blomdahl, Wiktor Mlynarczyk and Jesper Danielsson of Skandinaviska Enskilda Banken AB (publ) (OM:SEB A) is acting as sole financial advisor to Komplett. Advokatfirmaet Thommessen AS is acting as Norwegian legal advisor to Komplett, while Advokatbyrået Setterwalls AB is acting as Swedish legal advisor to Komplett. Carnegie Investment Bank AB (publ) ("Carnegie") is acting as sole financial advisor to Waldir. Gernandt & Danielsson Advokatbyrå is acting as Swedish legal advisor to Waldir, while Advokatfirmaet BAHR AS is acting as Norwegian legal advisor to Waldir. SEB has been engaged by Komplett as Global Coordinator and Joint Bookrunner and Carnegie as Joint Bookrunner for the intended new share issue to finance the cash consideration / refinance the Bridge Facility.

Komplett ASA (OB:KOMPL) completed the acquisition of NetOnNet AB from Waldir AB on April 4, 2022