XXL ASA (“XXL” or the “Company”) has agreed to sell its 3,096,274 XXL shares (2.23% of the outstanding shares in the Company) held in treasury (the “Treasury Shares”) to Altor Invest 5 AS and Altor Invest 6 AS at a price of NOK 25.00 per share. Altor Invest 5 AS and Altor Invest 6 AS are indirect subsidiaries of Altor Fund IV, a fund in the Altor family of funds (together referred to as “Altor”).
The Company’s sale of Treasury Shares will yield total proceeds to XXL in the amount of NOK 77.4 million and contribute to a strengthened liquidity situation for the Company.
In addition to acquiring the Treasury Shares, Altor has on 19 June 2019 acquired 7,100,000 shares from existing XXL shareholders. Together with the 6,900,000 shares already owned by Altor, Altor will own 14,000,000 shares (10.06%) excluding the Treasury Shares and 17,096,274 shares (12.29%) including the Treasury Shares, and has requested a representative on the Board of Directors of the Company.
In the period from 2010 to 2015 XXL was partly owned by EQT. In this period XXL developed strongly, gaining market leadership in Nordic sports retail, including a strong position online, together with solid financial results. XXL has accordingly good experience with PE owners, and believes Altor will fuel the Company with competence in the next phase. Altor is a market leading Nordic PE fund and a long-term investor focused on investing in and developing medium sized companies, with extensive retail and consumer goods experience, strong industrial network and portfolio companies with both similar characteristics as well as potential partnerships with XXL. The Board of Directors is of the view that Altor’s involvement with the Company will contribute to strengthening XXL’s business model as Altor is recognized as a long term value creator with an active ownership model, and that increased involvement from Altor will be in the best interest of the Company and its shareholders.
Chairman of the Board of Directors in XXL, Øivind Tidemandsen, is supportive of the transaction and to have Altor as a large shareholder in the Company. Dolphin Management AS, controlled by Øivind Tidemandsen, has therefore today sold 2,400,000 shares in XXL at a price of NOK 25.00 to Altor. Following this transaction, Dolphin Management AS owns 31,650,000 shares in XXL (22.75%) and will remain a large shareholder in the Company.
The Treasury Shares have been acquired by the Company pursuant to a board authorization granted by the general meeting under which treasury shares may only be used in conjunction with the share incentive scheme for the Company’s employees or cancelled in connection with a reduction of the share capital of the Company. A different use of the Treasury Shares will need an approval from the general meeting, and the sale of the Treasury Shares to Altor is therefore subject to approval by the Company’s general meeting. The Board of Directors will in due course call for an extraordinary general meeting with the agenda of approving the sales of the Treasury Shares as well as electing a representative of Altor as a member of the Board of Directors in XXL. Shareholders representing in the excess of 50% of the outstanding shares have confirmed that they will vote in favour of such resolutions.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
For more information, please contact:
Tor Krusell, head of Communications Altor, +46705438747
About XXL ASA
XXL is a leading sports retailer with stores and e-commerce in Norway, Sweden, Finland, Denmark and Austria. It is the largest among the major sports retailers in the Nordics and the fastest growing among the major sports retail chains in the World. XXL pursues a broad customer appeal, offering a one stop shop experience with a wide range of products for sports, hunting, skiing, biking and other outdoor activities. XXL’s concept is to have the largest stores with the best prices and the widest assortment of products, focusing on branded goods.
Since inception, the family of Altor funds has raised some EUR 8.3 billion in total commitments. The funds have invested in excess of EUR 4.2 billion in more than 60 companies. The investments have been made in medium sized predominantly Nordic companies with the aim to create value through growth initiatives and operational improvements. Among current and past investments are Dustin, Byggmax, Navico, Infotheek, Orchid, Wrist Ship Supply, Sbanken, Rossignol, Helly Hansen, SATS and Carnegie Investment Bank. For more information visit www.altor.com.