NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN AUSTRALIA,
CANADA, HONG KONG, NEW ZEALAND, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA,
RUSSIA, BELARUS, OR IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN
OFFER.
Qt Group Plc Stock exchange release 13 October 2025
at 13.31p.m. EEST
Qt completes the recommended public cash offer to the shareholders of I.A.R.
Systems Group
On 4 July 2025, Qt Group Plc's ("Qt Group") wholly owned subsidiary The Qt
Company Ltd ("The Qt Company" and together with Qt Group, "Qt"), announced a
recommended public cash offer to the shareholders of class B shares (the
"Shares" or, individually, a "Share") in I.A.R. Systems Group AB (publ) ("IAR"),
to tender all their Shares at a price of SEK 180 in cash per Share (the
"Offer"). The Shares in IAR are traded on Nasdaq Stockholm, Mid Cap. An offer
document relating to the Offer was published on 15 August 2025.
At the end of the acceptance period on 10 October 2025, the Offer had been
accepted by shareholders with a total of 12,037,848 Shares in IAR, corresponding
to 94.49 per cent of the outstanding shares and votes in IAR.[1] As a result,
The Qt Company controls in total 12,037,848 Shares in IAR, corresponding to
94.49 per cent of the outstanding shares and votes in IAR.[2]
The Qt Company has decided to complete the Offer. All conditions are satisfied
or have been waived. Settlement for Shares tendered in the Offer during the
initial acceptance period will be initiated on or around 17 October 2025.
Juha Varelius, President & CEO at Qt Group Plc, comments:
"We are pleased to the offer being accepted to such an extent that we can
successfully complete the acquisition. We look forward to working closely with
the IAR team to fully realise the potential of the combination by expanding our
total addressable market, strengthening our global presence and customer
offering."
To allow for those shareholders who have not yet accepted the Offer to tender
their Shares to The Qt Company, the acceptance period is extended until 27
October 2025 at 3.00 p.m. CET. Settlement for Shares tendered in the Offer
during the extended acceptance period is expected to be initiated on or around 3
November 2025.
Since the Offer is unconditional, shareholders who have already accepted or will
accept the Offer during the extended acceptance period, have no right to
withdraw their acceptances.
The Qt Company intends to initiate compulsory redemption proceedings in
accordance with the Swedish Companies Act to acquire all shares not tendered in
the Offer and to promote delisting of IAR's Shares from Nasdaq Stockholm.
Information about the Offer is made available at www.nordic-software-offer.com.
Advisors
Qt has appointed Nordea Bank Abp as lead financial advisor and Stifel Nicolaus
Europe Limited as financial advisor. Krogerus Attorneys, Advokatfirman Vinge and
Freshfields LLP are acting as legal advisors in connection with the Offer.
Investor relations contact:
pr@qt.io
Media contact:
Sandra Uitto, Fogel & Partners
Tel.: +46 (0)73 892 1740
E-Mail: qtgroup@fogelpartners.se
Distribution:
Nasdaq Helsinki
Key media
www.qt.io
Important information
This stock exchange release does not constitute an offer to buy or sell Shares,
nor does it constitute an invitation to offer to buy or sell Shares. Investors
considering tendering their Shares in the Offer by Qt Group's subsidiary The Qt
Company should rely only on information disclosed by The Qt Company as the
offeror of the Offer.
The Offer is not being made to persons whose participation in the Offer requires
that an additional offer document be prepared or registration effected or that
any other measures be taken in addition to those required under Swedish law.
The Offer is not being made, directly or indirectly, in or into Australia,
Canada, Hong Kong, New Zealand, Japan, Singapore, South Africa, South Korea,
Russia, Belarus or in any other jurisdiction where such offer would be
prohibited by applicable law pursuant to legislation, restrictions and
regulations in the relevant jurisdiction, by use of mail or any other
communication means or instrumentality (including, without limitation, facsimile
transmission, electronic mail, telex, telephone and the Internet) of interstate
or foreign commerce, or of any facility of national securities exchange or other
trading venue, of Australia, Canada, Hong Kong, New Zealand, Japan, Singapore,
South Africa, South Korea, Russia, Belarus or in any other jurisdiction where
such offer would be prohibited by applicable law pursuant to legislation,
restrictions and regulations in the relevant jurisdiction, and the Offer cannot
be accepted by any such use or by such means, instrumentality or facility of, in
or from, Australia, Canada, Hong Kong, New Zealand, Japan, Singapore, South
Africa, South Korea, Russia, Belarus or in any other jurisdiction where such
offer would be prohibited by applicable law pursuant to legislation,
restrictions and regulations in the relevant jurisdiction. Accordingly, any
documentation relating to the Offer are not being and should not be sent, mailed
or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong,
New Zealand, Japan, Singapore, South Africa, South Korea, Russia, Belarus or in
any other jurisdiction where such offer would be prohibited by applicable law
pursuant to legislation, restrictions and regulations in the relevant
jurisdiction.
The Offer, the information and documents relating to the Offer are not being
made and have not been approved by an authorised person for the purposes of
section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). The
communication of the information and documents relating to the Offer are exempt
from the restriction on financial promotions under section 21 of the FSMA on the
basis that they are a communication by or on behalf of a body corporate which
relates to a transaction to acquire day to day control of the affairs of a body
corporate; or to acquire 50 per cent or more of the voting shares in a body
corporate, within article 62 of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005.
The initial acceptance period for the Offer commenced on 18 August 2025 and
expired at 3.00 p.m. CEST on 10 October 2025. The extended acceptance period
expires at 3.00 p.m. CET on 27 October 2025.
Statements in this stock exchange release relating to future status or
circumstances, including statements regarding future performance, growth and
other trend projections and the other benefits of the Offer, are forward-looking
statements. These statements may generally, but not always, be identified by the
use of words such as "anticipates", "intends", "expects", "believes", or similar
expressions. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. There can be no assurance that actual results will not
differ materially from those expressed or implied by these forward-looking
statements due to many factors, many of which are outside the control of Qt
Group. Any such forward-looking statements speak only as of the date on which
they are made, and Qt Group has no obligation (and undertakes no such
obligation) to update or revise any of them, whether as a result of new
information, future events or otherwise, except for in accordance with
applicable laws and regulations.
Information for shareholders in the United States
The Offer by The Qt Company described in this stock exchange release is not made
by Qt Group and, as made by The Qt Company, is made for the issued and
outstanding shares of IAR, a company incorporated under Swedish law, and is
subject to Swedish disclosure and procedural requirements, which may be
different from those of the United States. The Offer is made in the United
States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as
amended (the "U.S. Exchange Act") and Regulation 14E thereunder, to the extent
applicable and otherwise in compliance with the disclosure and procedural
requirements of Swedish law, including with respect to withdrawal rights, the
Offer timetable, notices of extensions, announcements of results, settlement
procedures (including as regards to the time when payment of the consideration
is rendered) and waivers of conditions, which may be different from requirements
or customary practices in relation to U.S. domestic tender offers. The Qt
Company's ability to waive the conditions to the Offer (both during and after
the end of the acceptance period) and the shareholders' ability to withdraw
their acceptances, are not the same under a tender offer governed by Swedish law
as under a tender offer governed by U.S. law. Holders of the shares in IAR
domiciled in the United States (the "U.S. Holders") are encouraged to consult
with their own advisors regarding the Offer.
IAR's financial statements and all financial information included herein, or any
other documents relating to the Offer, have been or will be prepared in
accordance with IFRS and may not be comparable to the financial statements or
financial information of companies in the United States or other companies whose
financial statements are prepared in accordance with U.S. generally accepted
accounting principles. The Offer is made to the U.S. Holders on the same terms
and conditions as those made to all other shareholders of IAR to whom an offer
is made. Any information documents, including the offer document, are being
disseminated to U.S. Holders on a basis comparable to the method pursuant to
which such documents are provided to IAR's other shareholders.
The Offer, which is subject to Swedish law, is being made to the U.S. Holders in
accordance with the applicable U.S. securities laws, and applicable exemptions
thereunder. To the extent the Offer is subject to U.S. securities laws, those
laws only apply to U.S. Holders and thus will not give rise to claims on the
part of any other person. The U.S. Holders should consider that the price for
the Offer is being paid in SEK and that no adjustment will be made based on any
changes in the exchange rate.
It may be difficult for IAR's shareholders to enforce their rights and any
claims they may have arising under the U.S. federal or U.S. state securities
laws in connection with the Offer, since IAR and The Qt Company are located in
countries other than the United States, and some or all of their respective
officers and directors may be residents of countries other than the United
States. IAR's shareholders may not be able to sue IAR or The Qt Company or their
respective officers or directors in a non-U.S. court for violations of U.S.
securities laws. Further, it may be difficult to compel IAR or The Qt Company
and/or their respective affiliates to subject themselves to the jurisdiction or
judgment of a U.S. court.
To the extent permissible under applicable law and regulations and pursuant to
Rule 14e-5(b) of the U.S. Exchange Act, The Qt Company and its affiliates or its
brokers and its brokers' affiliates (acting as agents for The Qt Company or its
affiliates, as applicable) may from time to time and during the pendency of the
Offer, and other than pursuant to the Offer, directly or indirectly purchase or
arrange to purchase shares of IAR, or any securities that are convertible into,
exchangeable for or exercisable for such shares. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices, and information about such purchases will be disclosed by
means of a press release or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisors to The Qt
Company may also engage in ordinary course trading activities in securities of
IAR, which may include purchases or arrangements to purchase such securities as
long as such purchases or arrangements are in compliance with the applicable
law. Any information about such purchases will be announced in Swedish and in a
non-binding English translation available to the U.S. Holders through relevant
electronic media if, and to the extent, such announcement is required under
applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable
transaction for U.S. federal income tax purposes and under applicable U.S. state
and local, as well as foreign and other, tax laws. Each shareholder is urged to
consult an independent professional adviser regarding the tax consequences of
accepting the Offer. Neither The Qt Company nor any of its affiliates and their
respective directors, officers, employees or agents or any other person acting
on their behalf in connection with the Offer shall be responsible for any tax
effects or liabilities resulting from acceptance of the Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS
UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY
OR COMPLETENESS OF THIS STOCK EXCHANGE RELEASE OR PASSED ANY COMMENT ON WHETHER
THE CONTENT IN THIS STOCK EXCHANGE RELEASE IS CORRECT OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Disclaimer
Nordea Bank Abp ("Nordea"), which is supervised by the European Central Bank and
the Finnish Financial Supervisory Authority and Stifel Nicolaus Europe Limited
("Stifel"), which is authorised and regulated by the Financial Conduct Authority
are acting as financial advisors to The Qt Company and no one else, in
connection with the Offer and will not regard any other person as their client
in relation to the Offer and will not be responsible to anyone other than The Qt
Company for providing the protection afforded to their respective clients, or
for providing advice in relation to the Offer or any other matters referred to
in this announcement. Neither Nordea, Stifel, nor any of their affiliates, or
their or any of their affiliates' respective employees, board members, officers,
vendors, advisors, members, successors, representatives or agents owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, consequential, whether in contract, in tort, in delict, under statute
or otherwise) to any person who is not a client of Nordea or Stifel,
respectively, in connection with the Offer or otherwise.
[1] Corresponding to 90.05 per cent of the total number of shares and votes in
IAR.
[2] Corresponding to 90.05 per cent of the total number of shares and votes in
IAR.