KMC Properties plans all-share merger with BEWI Invest

KMC Properties ASA and BEWI Invest AS are in discussions for a statutory all-share merger, where BEWI Invest shareholders will receive new KMC Properties shares. KMC Properties' per-share valuation in the merger is agreed at NOK 5.80, aligning with the price from a mandatory offer by Bekken Invest AS announced on September 16, 2025. Bekken Invest is the largest shareholder of BEWI Invest (52.15%) and also holds 46.30% of KMC Properties.

The merger will see KMC Properties acquire BEWI Invest's assets and liabilities. The valuation of BEWI Invest will incorporate its BEWI ASA shares based on historical trading and a control premium, the volume-weighted average price for other listed securities, an external valuation of its Sinkaberg AS ownership, and the cost price for unlisted investments.

To facilitate the merger and cover costs, KMC Properties intends to raise approximately NOK 4m through a private placement to Bekken Invest at NOK 5.80 per share. An extraordinary general meeting is scheduled for October 23, 2025, to approve this capital increase and elect a new independent chair for KMC Properties' board. The merger is expected to conclude in Q1 2026, subject to various approvals, including Oslo Stock Exchange and creditor notice periods.