Spir Group board backs cash offer to go private, delist from Euronext

BidCo Clover AS, an acquisition vehicle owned by Spir Group's four largest shareholders, has made a voluntary cash offer of 8.567 Norwegian kroner per share for all outstanding shares. This offer represents a 37.73% premium to the closing price on November 26, 2025, and a 30.46% premium over the one-month volume-weighted average price. The bidder already controls about 66.55% of the shares and has received pre-commitments for an additional 4.1%. Shareholders holding 5.9% intend to accept, bringing total support to 76.54%.

The board, excluding members with conflicts of interest, unanimously recommends the offer. It views the offer as fair for shareholders seeking liquidity, despite not fully reflecting the company's underlying value and long-term earnings potential. While the offer price is just below the lower end of an independent valuation range, the board notes the company's low share liquidity. Going private will provide greater flexibility to pursue its strategy as a pure-play real estate software and data provider, accelerating growth and profitability.

The offer is contingent on customary conditions, including a minimum acceptance level of 90% of shares and voting rights. If this threshold is met, BidCo Clover AS intends to initiate a compulsory acquisition of the remaining shares and propose the delisting of Spir Group from Euronext Oslo Børs.