Logistea AB (publ) (OM:LOGI A) agreed to acquire All operations in the KMC Properties group from KMC Properties ASA (OB:KMCP) for SEK 2.47 billion on June 14, 2024. Payment of the purchase price will be made through the issuance of 16,263,577 class A shares and 214,551,706 class B shares in Logistea, which entails that for each share held in KMC Properties, shareholders in KMC Properties will in total receive around 0.04 class A shares and around 0.51 class B shares in Logistea. The Transaction values KMC HoldCo at SEK 3,259 million. It is expected that approximately 80% of the consideration shares will be distributed in July 2024 and that the remaining consideration shares will be distributed in late Q3 or early Q4 2024 on the basis of an audited interim balance sheet as per 31 July 2024. The Transaction includes all of the operations in the KMC Properties group, and thus Logistea will retain both Logistea's and KMC Properties current property management organisations (including the current employees of KMC Properties), as well as all of the assets in the KMC Properties group, except for cash and deferred taxes in the amount of approximately SEK 14.7843 million that will remain in KMC Properties to, inter alia, satisfy certain residual obligations in KMC Properties, finance its day-to-day operations and facilitate realisation of KMC Properties post-transaction strategy. Following completion of the Transaction, including KMC Properties' distribution of the consideration shares in Logistea to KMC Properties' shareholders, BEWI Invest AS, Nordika, Rutger Arnhult through companies and Slättö will be the four largest shareholders in the combined company, with shareholdings corresponding to 17.7, 14.5, 11.4 and 10.1% of the shares and 17.7, 14.7, 11.3 and 11.3% of the votes respectively (upon full distribution of the consideration shares and based on current shareholding in KMC Properties). Following completion of the Transaction, the combined company will operate under the company name Logistea AB (publ), and have its headquarters in Stockholm, while leveraging from offices in Trondheim, Borås and Oslo with will be approximately 51% by shareholders of Logistea and 49% by shareholders of KMC Properties. Until the Transaction has been completed, Logistea and KMC Properties will continue to operate as separate companies, led by their respective current executive management teams. Certain large shareholders of KMC Properties, i.e. BEWI Invest ASA, Nordika, Corvus Estate AS, Kastor Invest AS and M2 Asset Management AB that together hold approximately 68.7% of the shares and votes in KMC Properties have undertaken to vote in favor of the Transaction and related proposals at the extraordinary general meeting of KMC Properties. The executive management team is expected to include, inter alia, Niklas Zuckerman (CEO), Anders Nordvall (Deputy CEO and CIO) and Stig Wærnes (Acting COO and Integration Manager). Stig Wærnes is currently the CEO of KMC Properties. The board of directors of Logistea after the transaction is expected to consist of Patrik Tillman (Chairman), Bjørnar André Ulstein (Vice Chairman), Mia Arnhult, Karl-Erik Bekken, Erik Dansbo, Jonas Grandér and Anneli Lindblom. Bjørnar André Ulstein is currently Chairman, and Jonas Grandér and Mia Arnhult are currently directors, in KMC Properties. KMC Properties will submit a request for the holders of its senior secured bond loan in the nominal amount of approx. NOK 900 million (SEK 887.058 million) to approve that the Bond is transferred to a subsidiary of KMC HoldCo (KMC Properties AS) with a guarantee from Logistea. Holders of the Bond representing approximately 40% of the nominal amount of the Bond have undertaken to vote in favor of such approval. KMC Properties have received the support of 100% of the bondholders which have been wallcrossed.

Completion of the Transaction is subject to customary closing conditions including inter alia approval of the proposal to authorize the Logistea board of directors to resolve upon the issue of the consideration shares by the shareholders of Logistea at the extraordinary general meeting that will be held on 9 July 2024, approval of the Transaction by the shareholders of KMC Properties (with a 2/3 majority vote) at the extraordinary general meeting that will be held on 5 July 2024, approval by the holders of the Bond to the transfer of the Bond from KMC Properties to KMC Properties AS; such approval being expected to be received on or about 28 June 2024; and confirmation that the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the ? SFSA?) will approve the prospectus regarding admission to trading of the newly issued shares in Logistea. The expected completion of the transaction is July 11, 2024.

ABG Sundal Collier AB and Nordea Bank Abp, filial i Sverige, are acting as financial advisors and Advokatfirman Cederquist as to Swedish law and Advokatfirmaet Wiersholm AS as to Norwegian law are acting as legal advisors to Logistea. Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as financial advisors and Advokatfirmaet Thommessen AS as to Norwegian law and Advokatfirman Vinge as to Swedish law are acting as legal advisors to KMC Properties.