The merger between Sveafastigheter and KlaraBo has been completed
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The Swedish Companies Registration Office has today registered the merger between Sveafastigheter AB (publ) (“Sveafastigheter”) and KlaraBo Sverige AB (“KlaraBo”). The merger between Sveafastigheter and KlaraBo is thereby completed.
Sveafastigheter and KlaraBo announced on 18 May 2026 that the Boards of Directors of Sveafastigheter and KlaraBo had adopted a joint merger plan to effect a merger of the companies through a statutory merger in accordance with the Swedish Companies Act (the “Merger”). On 7 September 2026, the Swedish Companies Registration Office granted permission to implement the merger plan, and the Merger has today, on 30 September 2026, been registered with the Swedish Companies Registration Office. Upon registration of the Merger, the Merger has taken final legal effect and all of KlaraBo’s assets and liabilities have been transferred to Sveafastigheter. The combined company retains the name Sveafastigheter AB (publ) and continues to have its registered office in Stockholm.
In accordance with the resolution by the Extraordinary General Meeting of Sveafastigheter on 26 June 2026, Lennart Sten, Sophia Mattsson-Linnala and Andreas Morfiadakis take office today as members of the Board of Directors of Sveafastigheter. At the same time, Leiv Synnes, Peder Johnsson and Jenny Wärmé resign from their positions as members of the Board of Directors of Sveafastigheter. As of today, the Board of Directors of Sveafastigheter therefore consists of Lennart Sten (Chairman), Peter Wågström, Christer Nerlich, Jens-Fredrik Jalland, Sophia Mattsson-Linnala and Andreas Morfiadakis.
In connection with the registration of the Merger, the Swedish Companies Registration Office has today also registered the issuances of 20,004,545 new Class A shares and 85,496,012 new Class B shares in Sveafastigheter as merger consideration. Through the issuances, Sveafastigheter’s share capital increases by SEK 263,751.3925.
Shareholders registered in the share register of KlaraBo on the date of registration of the Merger with the Swedish Companies Registration Office will be entitled to receive the merger consideration. The record date with Euroclear for entitlement to the merger consideration is expected to be 1 October 2026. The merger consideration is expected to be distributed on 5 October 2026, which is also expected to be the first day of trading in the newly issued Class B shares in Sveafastigheter on Nasdaq Stockholm.
Only whole shares in Sveafastigheter will be paid as merger consideration. Fractions of shares will be aggregated and sold through a financial institution as soon as possible after the registration of the Merger with the Swedish Companies Registration Office, whereafter the proceeds from the sale will be paid out to those entitled to them in proportion to the value of the fractions held immediately prior to the sale, no later than ten (10) banking days after such sale.
Trading in Sveafastigheter’s Class B share on Nasdaq Stockholm continues as usual and will not be affected by the merger process.
Interim report January–September 2026 and effects of the Merger
As a result of the Merger, Sveafastigheter will postpone the publication of its interim report for the period January–September 2026 to 18 November 2026. In the interim report, non-recurring costs attributable to the Merger are expected to amount to approximately SEK 55m. The costs relate to transaction- and integration-related items and will be recognised within central administration.
All assets and liabilities of KlaraBo will be included in Sveafastigheter’s consolidated balance sheet as of 30 September 2026. As the Merger was registered on 30 September 2026, KlaraBo’s income and expenses will not be included in Sveafastigheter’s consolidated income statement for the period January–September 2026.
The interim report will include an earnings capacity for the combined company. In addition, an appendix containing a pro forma income statement for the combined company for the period 1 January–30 September 2026 will be included.
For further information, please contact:
Erik Hävermark, CEO, Sveafastigheter
ir@sveafastigheter.se
Sveafastigheter in brief
Sveafastigheter owns, manages and develops people’s homes. The property portfolio consists of a wide range of rental apartments in growth regions in Sweden. The buildings are managed and developed with a local presence and commitment. Sveafastigheter develops and builds new sustainable housing where the demand for housing is the greatest.
Important information
For the purposes of this disclaimer, “this press release” means this document, its contents or any part of it, any oral presentation, any question-and-answer session and any written or oral materials discussed or distributed therein.
This press release may not be made public, published or distributed, either directly or indirectly, in or into the United States of America, Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, Switzerland and South Africa, or any other jurisdiction where such action, in whole or in part, would be subject to legal restrictions or would require additional information documents, registration, or other measures beyond those required by Swedish law. The information in this press release may not be forwarded or reproduced in a manner that is inconsistent with such restrictions or would entail such requirements. Any violation of these instructions may constitute a breach of applicable securities laws.
This press release does not constitute a merger document within the meaning of article 1(4)(g) and article 1(5)(f) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (the “Prospectus Regulation”), a prospectus under the Prospectus Regulation or a prospectus under any other prospectus regulation (including, without limitation, the Swiss Financial Services Act) or an offer document within the meaning of the Takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM issued by the Swedish Stock Market Self-Regulation Committee. This press release does neither constitute a notice to a general meeting.
This press release shall not constitute an offer to sell or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to make any investment decision, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any decision with respect to the proposed statutory merger of Sveafastigheter and KlaraBo in accordance with the Swedish Companies Act should be made solely on the basis of information to be contained in the actual notices to the general meetings of Sveafastigheter and KlaraBo, as applicable, and the merger document related to the Merger as well as on an independent analysis of the information contained therein. You should consult the merger document for more complete information about the Merger, and perform an independent analysis of the information contained therein when making any investment decision.
No shares in Sveafastigheter, KlaraBo or the combined company have been or will be registered under the U.S. Securities Act of 1933 (the “Securities Act”) or the relevant securities laws and regulations of any state or other jurisdiction of the United States. Neither the U.S. Securities and Exchange Commission nor any equivalent state-level authority has approved shares in Sveafastigheter, KlaraBo or the combined company or determined whether this document is accurate or complete. Any petition to the contrary is a crime in the United States. Shares in the combined company may not be offered, sold or delivered in the United States except in compliance with an exemption from the registration requirements of the Securities Act or through a transaction that is not subject to the registration requirements under the Securities Act. Shares in the combined company are not and may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act and no application has been or will be made to admit the shares in the combined company to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This press release contains forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of each respective company or the combined company. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Although managements of each respective company believe that their expectations reflected in the forward-looking statements are reasonable based on information currently available to them, no assurance is given that such forward-looking statements will prove to have been correct. You should not place undue reliance on forward-looking statements. They speak only as at the date of this press release and neither Sveafastigheter nor KlaraBo undertake any obligation to update these forward-looking statements. Past performance of Sveafastigheter and KlaraBo does not guarantee or predict future performance of the combined company. Moreover, Sveafastigheter, KlaraBo and their respective affiliates and their respective officers, employees and agents do not undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.