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Freudenberg to acquire Nilfisk through an all-cash, Board-recommended offer at a premium of 35.9% against closing price yesterday, following a comprehensive and competitive strategic review

Nilfisk Holding A/S (Nilfisk) has today entered into an announcement agreement with Freudenberg Home and Cleaning Solutions GmbH (the Offeror), a part of the German family-owned Freudenberg group (the Offeror Group), which will make an all-cash recommended voluntary public takeover offer to acquire all issued and outstanding shares in Nilfisk (excluding treasury shares and shares held by the Offeror) (the Offer).

Highlights of the Offer

• The offer price is DKK 140 in cash for each share in Nilfisk (the Offer Price), valuing all outstanding shares of Nilfisk at approximately DKK 3,798 million.
• The Offer Price of DKK 140 per share represents:
  • a premium of 35.9% compared to the closing price of DKK 103 on Nasdaq Copenhagen on 10 December 2025.
  • a premium of 39.8% compared to the one-month volume-weighted average share price of DKK 100.11 for the period ending 10 December 2025
  • a premium of 30.1% compared to the three-month volume-weighted average share price of DKK 107.60 for the period ending 10 December 2025
  • a premium of 35.9% compared to the six-month volume-weighted average share price of DKK 103.05 for the period ending 10 December 2025
  • a premium of 42.3% compared to the twelve-month volume-weighted average share price of DKK 98.38 for the period ending 10 December 2025

(Source: Factset)

• Following a comprehensive assessment, Nilfisk’s Board of Directors has unanimously decided that it intends to recommend that the shareholders accept the Offer, when made. In forming its view, the Board of Directors has considered, among other factors, that (i) Nilfisk has conducted a broad competitve sales process, actively exploring the potential interest of a range of strategic and financial parties in a transaction concerning Nilfisk, and the Offer is the most attractive final offer that Nilfisk has received in connection with the process, (ii) the Offer Price represents an attractive price as compared to the last day of trading prior to the announcement of the Offer as well the one, three, six, and twelve months volume-weighted average trading prices of the Shares with a high degree of price certainty for shareholders, and the Fairness Opinion (defined below). The Board will issue its formal statement on the Offer after the offer document is published.
• The major shareholders, Ferd AS, KIRKBI Invest A/S and PrimeStone Capital together with those members of Nilfisk’s Board of Directors and Executive Management who hold shares have signed irrevocable undertakings (the Irrevocable Undertakings), pursuant to which, they have agreed to tender all of their shares subject to certain customary conditions, including that the Irrevocable Undertakings shall lapse if, among others, a third party announces an alternative transaction in which the total consideration offered to shareholders exceeds the Offer Price by at least ten (10) per cent, provided that the Offeror does not match or exceed such superior alternative transaction within ten (10) business days of the announcement thereof. In aggregate, the Irrevocable Undertakings comprise 50.9% of the shares in Nilfisk.
• The Offer will be subject to customary conditions, including a minimum acceptance threshold of ninety (90) per cent of all of the shares plus one (1) share at a relevant time (excluding treasury shares), receipt of all necessary regulatory approvals and clearances, the continued Board recommendation, no material adverse change, and other customary conditions, unless such conditions are waived by the Offeror.
• The Offeror expects completion of the Offer, including payment of the consideration to the selling shareholders, in the first half of 2026, subject to the receipt of all regulatory approvals and clearances.
• Following completion of the Offer, the Offeror intends to seek a delisting of Nilfisk’s shares from trading and official listing on Nasdaq Copenhagen, and, if upon completion the Offeror holds more than ninety (90) per cent of shares and voting rights in Nilfisk (excluding treasury shares), the Offeror intends to initiate and complete a compulsory acquisition of the remaining Nilfisk shares.

Peter Nilsson, Nilfisk’s Chairman of the Board of Directors, “Today, Nilfisk informs its shareholders of a planned all-cash offer of 140 DKK per share from Freudenberg. The offer is the outcome of a strategic review process initiated following an unsolicited approach to the company. The Board of Directors, with guidance from its external advisors, has conducted a careful and comprehensive evaluation. Freudenberg has consistently presented itself as a credible and strong prospective owner. Based on its overall assessment, including an independent fairness opinion, the Board intends to recommend that shareholders accept the offer. The Board considers the proposed transaction to offer attractive value and give Nilfisk a strong foundation for the future.”

Morten Borge, CEO at Ferd AS, “Nilfisk has a strong industrial heritage, and we have been a committed shareholder since its IPO in 2017. We have now chosen to accept the offer. We consider the offer compelling and strategically well-founded, and we believe that the company will benefit from a private ownership structure. Freudenberg is a long-term industrial owner with the ability and commitment to continue developing the company for the benefit of all stakeholders, including customers and employees.”

A KIRKBI spokesperson said: “We are pleased to confirm our full support for the offer, which we believe provides a good opportunity for the company to continue its development under new ownership, and we would like to acknowledge the Board for overseeing a constructive and well-managed process.”

Franck Falezan, PrimeStone’s co-founder and Managing Partner: “We are pleased to support the offer, which we consider financially attractive and beneficial for the company’s continued development. As shareholders, we believe the company will thrive under a private ownership structure. Freudenberg brings the long-term perspective, commitment and resources needed to strengthen the business for the benefit of customers, employees and business partners.”

Background on structured sales process

Earlier this year the Board of Directors was approached by an entity that expressed interest in a transaction involving Nilfisk.

Since the initial unsolicited third-party approach, the Board of Directors has assessed whether such approach, or interest by another party, could lead to the making of a public takeover offer that would, if accepted by the shareholders, deliver superior value for the shareholders and be in the best interest of Nilfisk and its shareholders.

To that end the Board of Directors has, together with Nilfisk’s advisers, conducted a broad process actively exploring the potential interest of a range of strategic and financial parties in a transaction concerning Nilfisk.

Based on the final offers, the Board of Directors engaged in further negotiations with the parties that had submitted a final offer. The Board of Directors, assisted by its advisers, was able to improve the terms of one of the offers through the negotiation process. At this stage, it was determined to enter into final negotiations with the Offeror.

The Board of Directors’ recommendation

Following a meticulous, structured and comprehensive strategic review and sales process, supported by external advisers, considering the price and terms offered to the Nilfisk shareholders, the Board of Directors has unanimously decided that it intends to recommend the shareholders of Nilfisk to accept the Offer. The Board of Directors will in accordance with Section 23 of the Danish Executive Order on Takeover Offers (Executive Order no. 614 of 2 June 2025) (in Danish “Bekendtgørelse om overtagelsestilbud“) publish a statement in respect of the Offer following publication of the offer document, which will include the Board of Directors’ considered statement on the Offer.

The Board of Directors’ assessment of the financial merits of the Offer has taken into account, among other factors, that (i) Nilfisk has conducted a broad sales process, actively exploring the potential interest of a range of strategic and financial parties in a transaction concerning Nilfisk, and the Offer is the most attractive final offer that Nilfisk has received in connection with the process, (ii) the Offer Price represents an attractive price as compared to the last day of trading prior to the announcement of the Offer as well the one, three, six, and twelve months volume-weighted average trading prices of the Shares with a high degree of price certainty for shareholders, and a written opinion, dated 10 December 2025, from Nilfisk’s financial advisor, DNB Carnegie Investment Bank, Filial af DNB Carnegie Investment Bank AB (publ), Sverige (DNB Carnegie), that, as of such date and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the reviews undertaken by DNB Carnegie, as set forth in the written opinion, the Offer Price was fair, from a financial point of view, to the shareholders of Nilfisk (the Fairness Opinion).

The full text of the Fairness Opinion is or will be available at www.nilfisk.com. The Fairness Opinion was provided solely for the information of the Board of Directors in its evaluation of the Offer and is not intended to be and does not constitute a recommendation to any shareholder of Nilfisk as to how such shareholder should act on any matters relating to the Offer and may not be relied upon by any third party or used for any other purpose.

The Offeror’s view of Nilfisk

The Offeror has stated that it believes that this transaction represents a unique and compelling opportunity for both companies, their shareholders, employees and other stakeholders, laying the foundation for a strong global growth platform. The Offeror’s ambition is to create a globally leading player in professional cleaning by combining the Offeror’s strong portfolio of manual cleaning solutions with Nilfisk’s competitive and innovative machine-cleaning offering. Nilfisk is therefore a good highly strategic fit for the Offeror, as it addresses the industry’s central challenge of labour shortages while complementing the Offeror with minimal product overlap.

Conditions to completion

The Offer will be made subject to a number of customary conditions, including a requirement that, unless waived, the Offeror at the expiry of the Offer period owns or has received valid acceptances with respect to share representing at least ninety (90) per cent of all of the shares plus one (1) share at a relevant time, that necessary approvals and clearances by relevant regulatory authorities are obtained, that the Board of Directors of Nilfisk has not withdrawn or adversely amended its recommendation to the shareholders to accept the Offer, the non-occurrence of certain material adverse changes, and certain other customary conditions.

According to the Offeror’s assessment, the completion of the Offer will require customary merger control and foreign subsidies regulation approvals. The Offeror has in the Announcement Agreement made certain commitments to Nilfisk for the purpose of satisfying the regulatory conditions.