Bergsala NDP AB agreed to acquire Amo Toys AB and Bergsala Aktiebolag and Thunderful Solutions AB and Thunderful 1 AB from Thunderful Group AB (OM:THUNDR) for approximately SEK 630 million on May 21, 2024. As part of the consideration, SEK 595 million will be paid in cash at closing and the remaining SEK 39 million will be payable in cash on June 30, 2025. Following purchase price adjustments related to core net working capital and transaction costs, the expected net cash proceeds including the deferred payment are estimated to amount to approximately SEK 610 million. Owe Bergsten, through Bergsala Holding AB, will enter into a customary lock-up undertaking restricting the ability to make certain dispositions in respect of Bergsala Holding AB?s shares in Thunderful Group during a period of 360 days from the completion of the transaction. In connection with the transaction, Thunderful Group will fully amortise its existing revolving credit facility of ?55 million with Danske Bank. As part of the transaction, Thunderful will obtain a new MEUR 10.5 undrawn revolving credit facility from Danske Bank, with final maturity in June 2025.

Closing of the transaction is conditional on the approval of shareholders of Thunderful Group at a general meeting with at least nine-tenths of both the votes cast and the shares represented at the meeting, the subsidiaries receive necessary waivers from certain partners, the buyer receiving necessary financing for the purpose of paying the agreed purchase price, Thunderful Group obtaining ?10.5 million undrawn revolving credit facility from Danske Bank and other customary conditions. Closing of the transaction will take place as soon as the conditions for the transaction are fulfilled and is expected to occur on June 28, 2024. ABG Sundal Collier AB acted as financial advisor, Setterwalls Advokatbyrå Ab acted as legal advisor, PricewaterhouseCoopers Sweden acted as accountant to Thunderful Group AB (OM:THUNDR) and Bdo Syd Ab acted as fairness opinion provider to the Board of Directors of Thunderful Group.