Inside information: Partnera acquires Tesi's ownership stake in Foamit Group and increases its stake to 99 percent with a directed share issue

Partnera Corporation
Company release, Inside information
18 June 2025 at 12:12 EET

Unofficial translation of the Company release on 18 June 2025 at 12:12 EET. In case the document differs from the original, the Finnish version prevails.

Inside information: Partnera acquires Tesi’s ownership stake in Foamit Group and increases its stake to 99 percent with a directed share issue

Partnera has today, 18 June 2025, agreed with Suomen Teollisuussijoitus Oy (Tesi) to acquire Tesi’s stake in Partnera’s subsidiary Foamit Group Oy’s shares. The purchase price for the shares is 10 million euros, of which 8.5 million euros will be paid in cash and 1.5 million euros in new Partnera shares, which Tesi will subscribe to as part of the directed paid share issue carried out in connection with the share transaction, deviating from Partnera’s shareholders’ pre-emptive subscription rights ("Share Issue"). Tesi will subscribe to 1,844,429 new Partnera shares in the Share Issue at a subscription price of 0.81 euros per share. The subscription price of the shares is based on the volume- weighted average of daily closing prices calculated for the Nasdaq First North Growth Market Finland trading day preceding the transaction date.

The Share Issue is carried out based on the share issue authorization granted by Partnera’s Annual General Meeting on 27 March 2025. The deviation from the shareholders' pre-emptive subscription rights has a significant financial reason for Partnera, as the shares are being transferred as part of the arrangement for acquiring Foamit Group Oy’s shares, in which Partnera’s ownership stake in Foamit Group Oy increases from 66 percent to over 99 percent.

After the Share Issue, Tesi's ownership in Partnera will be approximately 4.70 percent.

As a result of the Share Issue, the total number of Partnera shares will increase to 39,246,395 shares. The new shares represent approximately 4.93 percent of all Partnera shares prior to the directed Share Issue. The new shares are intended to be registered in the Trade Register and in the book- entry system maintained by Euroclear Finland Oy on or about 26 June 2025.

The new shares are planned to be listed for trading together with Partnera’s other shares on the Nasdaq First North Growth Market Finland on or about 30 June 2025.

“Increasing the ownership stake in Foamit Group supports Partnera’s strategic focus on developing its business. It has been excellent to collaborate with Tesi in growing Foamit Group’s operations into a leading Nordic player. Our cooperation will continue as Tesi transitions to owning Partnera. Partnera’s goal is to conduct profitable business by building a more sustainable future and generating measurable, positive impacts on the environment and society,” states Jussi Lappalainen, Interim CEO of Partnera.

Foamit Group aims to strongly invest in its foam glass production in Finland, Sweden, and Norway and to achieve 100 million euros in revenue and over 20 percent EBITDA margin by the end of 2028.

Further information
Partnera Corporation
Jussi Lappalainen, Interim CEO
tel. +358 40 530 6446
e-mail: jussi.lappalainen@partnera.fi

Certified adviser Augment Partners AB
tel: +46 8 604 22 55
e-mail: info@augment.se

Partnera in brief
Partnera is an international business group that promotes sustainable development with its operations through the companies it owns. Partnera Corporation’s shares are listed on Nasdaq First North Growth Market Finland. www.partnera.fi