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Nilfisk Holding — M&A Activity 2026
Apr 13, 2026
3408_rns_2026-04-13_14b38b0d-9c5d-4efa-9c94-d60bb056227c.pdf
M&A Activity
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
ANNOUNCEMENT OF THE FINAL RESULT OF FREUDENBERG'S PUBLIC TAKEOVER OFFER TO THE SHAREHOLDERS OF NILFISK HOLDING A/S
13 April 2026
In accordance with section 4(1) of the Danish Takeover Order¹, Freudenberg Home and Cleaning Solutions GmbH (“Freudenberg” or the “Offeror”) announced on 11 December 2025 that Freudenberg intended to submit a voluntary public takeover offer (the “Offer”) to acquire all shares in Nilfisk Holding A/S (“Nilfisk”) (the “Offer”), with the exception of Nilfisk’s treasury shares, for a cash price of DKK 140 per share, valuing the entire share capital of Nilfisk² at approx. DKK 3.80bn / EUR³ 508m.
On 7 January 2026, Freudenberg published the offer document regarding the Offer (the “Offer Document”), as approved by the Danish FSA in accordance with section 11 of the Danish Takeover Order. On 19 February 2026, the Offeror published a supplement to the Offer Document (the “Supplement”), pursuant to which the offer period was extended until 8 April 2026 at 23:59 (CEST) to allow additional time to obtain regulatory approvals.
The offer period expired on 8 April 2026 at 23:59 (CEST), and on 9 April 2026 Freudenberg announced the preliminary result of the Offer in accordance with section 21(3) of the Danish Takeover Order. The preliminary result of the Offer indicated that Freudenberg had obtained
¹ The Danish Executive Order no. 614 of 2 June 2025 on takeover offers
² Exclusive of Nilfisk’s holding of 243 treasury shares as of 10 December 2025.
³ Exchange rate of 7.46944809 as of 10 December 2025.
acceptances corresponding to 94.47 per cent of the total share capital and voting rights in Nilfisk, excluding Nilfisk’s holding of treasury shares.
Final result
In accordance with section 21(3) of the Danish Takeover Order, Freudenberg hereby announces the final result of the Offer.
The final summation of acceptances shows that Freudenberg has obtained acceptances for 25,626,161 shares, corresponding to 94.47 per cent of the share capital and the associated voting rights in Nilfisk, excluding Nilfisk’s holding of 243 treasury shares.
All regulatory approvals have been obtained, and the final summation of acceptances confirms that the Minimum Acceptance Condition (as defined in the Offer Document) is also fulfilled. Freudenberg therefore considers that all conditions for completion of the Offer have been fulfilled, and Freudenberg intends to complete the Offer on the terms and conditions set out in the Offer Document.
Settlement
The Offer is expected to be completed on 15 April 2026, on which date the cash consideration will be paid to the designated account of each Nilfisk shareholder who has validly accepted the Offer and who has not validly withdrawn the acceptance of the Offer.⁴
Compulsory acquisition, delisting and changes to the management and articles of association
As Freudenberg stands to obtain an ownership interest corresponding to more than 90 per cent of the share capital and the associated voting rights in Nilfisk (excluding treasury shares) upon completion of the Offer, it is Freudenberg’s intention, as described in section 8.6 of the Offer Document, to initiate and complete a compulsory acquisition of the shares held by the remaining Nilfisk shareholders in accordance with sections 70-72 of the Danish Companies Act.
Freudenberg furthermore intends to seek to have the Nilfisk shares removed from trading and official listing on Nasdaq Copenhagen A/S as described in section 8.7 of the Offer Document.
In this connection, Freudenberg will request Nilfisk to convene an extraordinary general meeting at which Freudenberg, as described in sections 8.3 and 8.7 of the Offer Document, will propose changes to the board of directors of Nilfisk and changes to Nilfisk’s articles of association.
⁴ Payment to shareholders who do not have a Danish bank account may take longer.
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Detailed information on compulsory acquisition and delisting will be published in separate announcements.
Advisors
J.P. Morgan Securities plc is acting as financial advisor to the Freudenberg Group. Allen Overy Shearman Sterling LLP is acting as International Counsel to Freudenberg on the transaction while Moalem Weitemeyer Advokatpartnerselskab is acting as Danish counsel to Freudenberg on the transaction. Danske Bank A/S is acting as joint financial advisor to Freudenberg and is appointed settlement agent in connection with the Offer.
Contacts
Media contact for international media
Michael Scheuer, Global Head of Corporate Communications, Freudenberg & Co. KG, +49 6201 80-4094, [email protected]
Media contact for Danish media
Poul Lykkesfeldt, Managing Partner, Reliance A/S, +45 20 21 71 30, [email protected]
For further information about the Offer, go to https://www.freudenberg.com/en/documentsforoffer.
Versions
This announcement is prepared in both a Danish and an English version. In case of any inconsistencies, the Danish version shall prevail.
DISCLAIMER
This announcement does not constitute an offer or invitation to purchase any securities in Nilfisk or a solicitation of an offer to buy any securities in Nilfisk, pursuant to the Offer or otherwise. The Offer is made solely by means of the Offer Document (as amended by the Supplement) as approved by the Danish Financial Supervisory Authority, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. The Nilfisk shareholders are advised to read the Offer and the related documents as they contain important information.
Apart from the responsibilities and liabilities, if any, which may be imposed by Danish law or under the regulatory regime of any other jurisdiction where exclusion of responsibility or liability under the relevant regulatory regime would be illegal, void or unenforceable, neither J.P. Morgan or Danske Bank A/S, as financial advisors to the Freudenberg Group and Freudenberg, respectively, or in any other capacity (nor any of J.P. Morgan's and Danske Bank A/S' respective subsidiaries, branches or affiliates) accept any responsibility
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whatsoever for the contents of the Offer, including with respect to its accuracy, correctness or completeness or for any other statement made or purported to be made by Freudenberg, or on its behalf, in connection with the Offer. Save for the aforementioned responsibilities and liabilities, if any, which may be imposed under applicable Law, J.P. Morgan and Danske Bank A/S (and any of J.P. Morgan’s and Danske Bank A/S’ respective subsidiaries, branches or affiliates) disclaims any and all liability, whether arising in tort, contract, or otherwise (save as referred to above), which they might otherwise have in respect of such document or any such statement.
In the ordinary course of business, J.P. Morgan and Danske Bank A/S (and J.P. Morgan’s and Danske Bank A/S’ respective subsidiaries, branches or affiliates) may make or hold a broad array of investments including serving as counterparties to certain derivative and hedging arrangements and actively trade debt and equity financial instruments (or related derivative financial instruments) and other types of financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and financial instrument activities may involve securities and/or instruments of Nilfisk.
J.P. Morgan and Danske Bank A/S are acting solely as financial advisors to the Freudenberg Group and Freudenberg, respectively, and not to any other person in connection with the Offer. In such capacity, J.P. Morgan and Danske Bank A/S will not be responsible to anyone other than the Freudenberg Group and Freudenberg, respectively, for providing the protections afforded to their Offerors or for providing financial advice in relation to the Offer or any other matter referred to in the Offer Document and the Supplement.
Forward-Looking Statements
This announcement contains forward-looking statements and statements of future expectations that reflect Freudenberg’s current views and assumptions with respect to future events. Such statements are subject to known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied and that are beyond Freudenberg’s ability to control or estimate precisely. In addition to statements which are forward-looking by reason of context, forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes”, “anticipates”, “intends”, “expects”, “may”, “will”, “shall”, “potential”, “continue” and other similar expressions. The absence of such terminology does not necessarily mean that a statement is not forward-looking. Actual results, performance or events may differ materially from those statements due to, without limitation, (i) general economic conditions, (ii) future performance of financial markets, (iii) interest rate levels, (iv) currency exchange rates, (v) the behaviour of other market participants, (vi) general competitive factors, (vii) changes in laws and regulations, (viii) changes in the policies of central banks, governmental regulators and/or (foreign) governments, (ix) the ability to successfully integrate acquired and merged businesses and achieve anticipated synergies, (x) reorganisation measures, in each case on a
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local, national, regional and/or global basis, and (xi) litigations or other legal proceedings. The forward-looking statements included in this announcement speak only as of the date hereof.
Although Freudenberg believes that the expectations reflected in these forward-looking statements are reasonable as of the date of this announcement, such forward-looking statements are based on Freudenberg's current expectations, estimates, forecasts, assumptions and projections about the Freudenberg Group's business, Nilfisk's business and, following completion of the Offer, including settlement of the Offer in accordance with the terms and conditions as set out in the Offer Document (as amended by the Supplement), the combined Freudenberg Group and Nilfisk's (the "Combined Group") business and the industry in which the Combined Group operate as well as on information which Freudenberg has received from Nilfisk (including with respect to forecasts prepared by Nilfisk's management with respect to expected future financial and operating performance of Nilfisk) and/or which has been extracted from publications, reports and other documents prepared by Nilfisk and/or the Freudenberg Group and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other important factors beyond the Freudenberg Group's, Nilfisk's and/or the Combined Group's control that could cause the Freudenberg Group's, Nilfisk's or the Combined Group's actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward looking statements.
Except as may be required by law or regulation, neither Freudenberg nor any of its advisors assume any obligation to update such forward-looking statements contained herein or to reflect any change in their respective expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based and to adapt them to future events or developments.
Restricted Jurisdictions
The Offer is not being made, and the Nilfisk shares will not be accepted for purchase from or on behalf of persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction (the "Restricted Jurisdictions"). Persons obtaining this announcement and/or into whose possession this announcement comes are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither Freudenberg nor any of its advisors accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who intends to forward this announcement to any jurisdiction outside Denmark should inform themselves of the laws of the relevant jurisdiction, before taking any action. The distribution of this announcement in jurisdictions other than Denmark may be restricted by law, and, therefore, persons who come into possession of this announcement should inform
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themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.
Notice to Nilfisk’s shareholders in the United States of America
Shareholders in the United States of America (the “U.S.”) are advised that the shares are not listed on a U.S. securities exchange and that Nilfisk is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The Offer is being made to U.S. shareholders pursuant to Section 14(e) of, and Regulation 14E under the U.S. Exchange Act and on the same terms and conditions as those made to all other shareholders to whom an offer is made. Any information documents, including the Offer Document and the Supplement, will be disseminated to U.S. shareholders in English on a basis comparable to the method that such documents are provided to the other shareholders to whom an offer is made.
The Offer is being made by Freudenberg and no one else. The Offer is being made to U.S. shareholders under Tier I Exemption, and otherwise in accordance with the requirements of Danish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures, waiver of conditions and timing of payments, that are different from those that would be applicable under the U.S. tender offer rules.
To the extent permitted by Danish law and practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Freudenberg and its affiliates or brokers (acting as agents for Freudenberg or its Affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, shares or any securities that are convertible into, exchangeable for or exercisable for such shares outside the U.S. during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Danish Law and practice. To the extent information about such purchases or arrangements to purchase is made public in Denmark, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the U.S. or other means reasonably calculated to inform U.S. shareholders of such information. In the ordinary course of business, the financial advisor to Freudenberg and its Affiliates may make or hold a broad array of investments including serving as counterparties to certain derivative and hedging arrangements and actively trade debt and equity financial instruments (or related derivative financial instruments) and other types of financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and financial instrument activities may involve securities and/or instruments of Nilfisk.
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Notice to Nilfisk’s shareholders in the United Kingdom
This communication and the Offer have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended from time to time). It is directed only at “Relevant Persons”, being (i) persons in the United Kingdom (the “U.K.”) who are investment professionals within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (ii) persons falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (high net worth companies, unincorporated associations, partnerships and trustees of high value trusts), (iii) persons outside the U.K., or (iv) other persons to whom it may lawfully be communicated under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. Any investment or investment activity to which the Offer relates is available only to, and will be engaged in only with, Relevant Persons. Persons who are not Relevant Persons (including, but not limited to, the general public in the U.K.) must not act on or rely upon the Offer.
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