Komplett ASA: Combination of Komplett and NetOnNet completed

Publish date: 04 Apr 2022 11:44

Oslo, 4 April 2022: Reference is made to the stock exchange announcements made by Komplett ASA (”Komplett” or the ”Company”) dated 9 February 2022 and 21 March 2022, regarding the combination between NetOnNet AB (”NetOnNet”) and the Company by way of the Company acquiring all the shares in NetOnNet from its sole shareholder SIBA Invest Aktiebolag (”SIBA Invest”) (the ”Transaction”).

Komplett is pleased to announce that the Transaction has been completed today, on 4 April 2022. Pursuant to the resolution made by the Company’s general meeting on 16 March 2022, SIBA Invest has today subscribed for 35,242,424 new shares in Komplett, representing 32.78% of the shares and votes in the Company from registration of the share capital increase in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). Furthermore, Komplett has paid to SIBA Invest the agreed cash consideration of NOK 1,500m with the addition of 4.0% interest per annum from 30 September 2021 until today financed with a bridge loan facility as announced 9 February 2022.

Bringing together Komplett and NetOnNet will strengthen the position of the combined group as a leading online-first electronics platform in the Nordic area with an aggregated revenue in 2021 of NOK 18.5 billion. The transaction is expected to enable realisation of cost synergies, mainly related to sourcing, of at least NOK 200 million on an annual basis with expected full effect within 24 months of the completion of the transaction. Komplett will retain its strong financial position and attractive dividend policy after the Transaction.

”In recent years, we have consistently grown our market shares, while at the same time utilising our scalable business model to achieve a cost leadership position. By joining forces with NetOnNet we will be even better positioned to leverage our strong consumer brands and proven scalable business models to continue delivering attractive profitable growth. In addition, increased scale will contribute towards material value creation among other through realising significant cost synergies that are mainly related to sourcing improvements,” says Lars Olav Olaussen, CEO of Komplett.

”Our joint ambition is to create the best home for the leading consumer-electronics brands in the Nordic market. By building on our complementary strengths, we will be even stronger and better positioned to continue gaining market shares across the Nordics based on our most-loved brands and a highly competitive, scalable and cost-efficient business model,” says Susanne Holmström, managing director of NetOnNet and deputy CEO of Komplett.

The Company will announce when the capital increase pertaining to the Transaction has been registered with the Norwegian Register of Business Enterprises. From such time, Komplett will have a share capital of NOK 42,999,031.60, divided into 107,497,579 shares, each with a nominal value of NOK 0.40.

The new shares subscribed by SIBA Invest will be issued on the temporary and unlisted ISIN NO0012490020, pending publication of a listing prospectus for the consideration shares. The shares held by SIBA Invest will be transferred to ISIN NO0011016040 and listed following publication of the listing prospectus.

SIBA Invest and the main owner Canica Invest AS have entered into lock-up agreements with Komplett under which they have undertaken not to sell or otherwise dispose of the shares in Komplett for a period of 180 days from completion of the Transaction. Both SIBA Invest and Canica Invest AS intend to remain long-term shareholders in Komplett.

For further queries, please contact:

Kristin Hovland, Head of Communication
+47 98 65 28 60

About Komplett ASA and NetOnNet AB

Komplett Group is a leading online-first electronics and IT products retailer, operating in Norway, Sweden and Denmark. Serving customers in the B2C, B2B and distribution markets, the Group is deeply focused on delivering best in class customer experience, built through decades of knowhow, expertise and deep customer commitment. Komplett Group operates an efficiency and scalable business model that supports costs leadership and enables a competitive product offering.

Founded in 1999, NetOnNet is a leading online-first electronics platform offering both well-known and own brands. Sales are made online as well as through complementary service centres in Sweden and Norway. NetOnNet is known for low prices and a passion for making electronics accessible in the most convenient way possible. The customer loyalty club, Klubbhyllan, has over one million members which represent a majority of revenue. Head office and main fulfilment centre are located in Viared, outside Borås.