Aixia Group AB (publ): STATEMENT BY THE INDEPENDENT BID COMMITTEE OF AIXIA GROUP AB (PUBL) IN CONNECTION WITH THE PUBLIC TAKEOVER OFFER BY WHITE PEARL TECHNOLOGY GROUP AB (PUBL)
Gothenburg 17 July 2026
Background
This statement is made by the Independent Bid Committee (the "Committee") of Aixia Group AB (publ) ("Aixia" or the "Company") pursuant to Rule II.19 and Section IV of the Takeover Rules for certain trading platforms (the "Takeover Rules").
White Pearl Technology Group AB (publ) ("WPTG") announced a public takeover offer to the shareholders of Aixia on 1 June 2026 to transfer all their shares to WPTG (the "Offer"). The shareholders are offered 5.33 newly issued Class B shares in WPTG combined with SEK 10.00 in cash for each share in Aixia. This corresponds to an implied value of SEK 106.53 per share in Aixia, based on the volume-weighted average price (VWAP) of SEK 18.11 per WPTG share during the 15 trading days immediately preceding the announcement of the Offer.
The Offer price represents a premium of approximately 31.5 percent compared to the closing price of SEK 81.00 on 29 May 2026 (the last trading day prior to the announcement), and approximately 58.5 percent and 54.1 percent, respectively, compared to the volume-weighted average price during the last 30 and 90 trading days prior to the announcement.
The Independent Bid Committee
As previously communicated, the Board members Leif Nord, Mattias Bergkvist, and Christian Gustavsson have not participated in the Board's handling of or decisions regarding the Offer due to conflicts of interest pursuant to Rule II.18 of the Takeover Rules. The Board has therefore assigned the independent members, Ellen Reinhardt and Johan Ljungqvist, to form an independent bid committee to handle and evaluate the Offer and to issue a final statement.
Impact on Aixia and its Employees
Pursuant to the Takeover Rules, the Committee is required to present its opinion on the impact that the implementation of the Offer may have on Aixia, specifically employment, as well as its opinion on WPTG's strategic plans for the Company and the effects these can be expected to have on employment and the locations where Aixia conducts its business.
The Committee bases its opinion in this respect on the information and descriptions provided by WPTG in its published offer document. The Committee currently has no knowledge of any concrete plans by WPTG that would entail material changes or negative effects on Aixia's organization, the employees' terms of employment, the employment rate, or the locations where the Company currently conducts operational business.
Independent Valuation Opinion (Fairness Opinion)
Since conflicts of interest exist, the Committee has, in accordance with Section IV of the Takeover Rules, had the assignment to obtain and publish an independent valuation opinion regarding the fairness of the Offer from a financial perspective for the shareholders. The Committee has for this assignment appointed Forvis Mazars AB as the independent valuation institute.
Forvis Mazars AB has this day delivered its final valuation opinion to the Committee. The Committee has carefully reviewed and evaluated the opinion, which concludes, without qualification or restriction, that the Offer is fair from a financial perspective for the shareholders of Aixia.
The valuation opinion from Forvis Mazars AB is reproduced in its entirety as an appendix to this statement.
The Committee's Evaluation and Final Recommendation
In connection with the announcement of the Offer on 1 June 2026, the Committee communicated a preliminary intention to take a positive stance toward the Offer. This intention was based on a combined assessment of the industrial logic of the transaction, the commercial synergies, and the fact that the Offer provides an attractive liquidity and realization opportunity for the Company's shareholders. The Committee emphasized at the same time that this stance was explicitly preliminary and entirely conditional upon the mandatory independent valuation opinion first being obtained and analyzed.
Having now received and evaluated Forvis Mazars AB's fairness opinion, the Committee has obtained the full and objective basis required to complete its legal evaluation. In light of the valuation institute's conclusion that the Offer is financially fair, the financial basis for the Committee's previous evaluation has been verified.
Based on the foregoing, the Independent Bid Committee hereby unanimously resolves to recommend that the shareholders of Aixia accept the Offer.
Applicable Law and Disputes
Swedish law shall apply to this statement, and the statement shall be interpreted in accordance therewith. Any dispute arising in connection with this statement shall be exclusively settled by Swedish courts, with the Stockholm District Court as the court of first instance. This statement has been published in Swedish and English. In the event of any discrepancies between the language versions, the Swedish version shall take precedence.
Aixia Group AB (publ)
The Independent Bid Committee