Kingspan formally gives up on full takeover of Nordic

Kingspan has formally walked away from its failed €230m offer to buythe shares it did not already own in Nordic Waterproofing.

Cavan-based insulated products maker Kingspan formally launched its full takeover offer for the almost 70pc of shares it did not already own in the Swedish business last October.

Kingspan, whose chief executive is Gene Murtagh, was already the biggest shareholder.

The offer had been effectively triggered when Kingspan lifted its stake in the firm to more than 30pc.

The original offer acceptance period was expected to start on or about November 2023 and expire on or about February 1, 2024.

However, in early February the deal hit a majorand ultimately insurmountable obstacle after the directors of Nordic Waterproofing said they had concluded the offer price was not fair from a financial point of view.

They also said the terms of Kingspan’s offer did not reflect the Swedish company’s long-term growth prospects, “nor do they take into account the synergy and co-ordination effects of the transaction”.

Their statement to the markets was based on a fairness opinion that the board received from BofA Securities, a subsidiary of Bank of America Corporation, which it hired to help evaluate Kingspan’s offer.

Kingspan refused to lift its bid. On March 15, Kingspan announced that the condition for completion of the offer had been satisfied and that the offer was thereby declared unconditional.

By an acceptance deadline of March 27, owners of just 4.8pc of Nordic stock had accepted.

Kingspan said it had not acquired any shares outside the offer, leaving it with approximately a 35.7pc stake in the company, including its pre-bid holding.

The Irish companysaid it does not intend to up that stake by extending its offer deadline.

“Kingspan has decided not to extend the acceptance period for the offer, which means that the offer is thereby closed.”

Shares in Nordic Waterproofing have been consistently above the Kingspan offer price of SEK160 (€13.8) each, but fell yesterday afternoon from SEK170 to SEK164 each.

Lazard is acting as financial adviser andAdvokatfirman Cederquist is legal adviser to Kingspan in connectionwith the offer.

Linklaters is legal adviser to Kingspan in relation to competition law in connection with the offer.