Ambea Adds 8,641,622 Shares After 97.99% Acceptance of Humana Offer
Key Facts
Ambea increased its number of shares and votes by 8,641,622, and its registered share capital rose by approximately SEK 256,384.649282, after issuing new shares for delivery to Humana shareholders who accepted its takeover offer. The company said in its announcement that the two issuances were completed on 1 and 15 October 2026, under the authorization granted by the annual general meeting on 12 May. Ambea had a total of 89,026,046 shares and votes and registered share capital of SEK 2,641,276.322967, according to company data on 30 October. The increase followed acceptance of the offer for 46,564,851 shares in Humana, equivalent to 97.99% of its outstanding shares and votes. The issuance was therefore a non-cash contribution of Humana shares, enabling the offer consideration to be delivered to shareholders, rather than providing new cash financing for the acquisition.
Ambea offered Humana shareholders SEK 20 in cash, 0.305 Ambea shares and one contingent value right for each Humana share. The new Ambea shares were used to deliver the share component of the consideration to those who accepted the offer. The general meeting had granted the company the necessary authorization about five months before the two issuances were completed. Ambea’s CEO said shareholder support had enabled the company to “bring together two complementary companies in the care sector.” The cash and share consideration, together with the contingent value right, put the offer terms in context of the increase in Ambea’s share capital and number of shares.
The acceptance period, which ended on 14 October, broadened the base of participating shareholders, with the offer accepted for an additional 3,398,150 Humana shares, representing approximately 7.20% of its outstanding shares and votes. Ambea had announced on 1 October that the offer had become unconditional after acceptance of 43,166,701 shares, equivalent to approximately 90.84% of the shares and votes. The total acceptance subsequently reported rose to 46,564,851 shares, or 97.99%. A comparison of the two stages shows that the extended acceptance period added to the shares for which the offer had been accepted before the final result was announced. Ambea’s share count increased from 87,989,610 before the issuance associated with the extended period to 89,026,046 afterward.
The first offer-related issuance resulted in dilution of approximately 8.6% of Ambea’s total shares and votes, according to the company’s announcement on completion of the first stage. The increase announced at the end of October covers both issuances and raises the total number of shares to 89,026,046. According to the offer document, the two companies were expected to generate combined sales of approximately SEK 26,050 million and adjusted earnings before interest, taxes, depreciation and amortization of approximately SEK 2,013 million in the 2025 financial year, before adjustments, costs and synergies. Ambea estimated annual pre-tax savings of approximately SEK 120 million once fully realized, with the full effect expected in the second year after completion of the offer. These estimates provide financial context for the size of the group Ambea aims to build through the deal.
According to the offer document, the transaction plan includes Ambea’s intention to sell Humana’s personal assistance business in Sweden after completion of the offer, with the aim of making the Nordic care platform more focused. The company estimated transaction costs of approximately SEK 90 million in 2026, as well as one-off costs of approximately SEK 150 million to realize synergies, most of which are expected to be incurred within 12 to 15 months of completion of the offer. It also expected the deal to be accretive to adjusted earnings per share in the first full financial year after completion, with the effect increasing thereafter. These items remain part of the announced deal forecasts, alongside the planned business sale and estimated savings. In the first quarter of 2026, Humana’s operating capacity utilization increased and its profitability in Sweden improved from 4.3% in the previous period to 4.6%.
After acceptance reached 97.99%, Ambea began compulsory redemption proceedings for the remaining shares in Humana. Humana’s board also requested the delisting of the company’s shares from Nasdaq Stockholm and set 27 October 2026 as their final day of trading on the exchange. This follows the completion of the two issuances on 1 and 15 October, which increased Ambea’s shares, votes and registered share capital. Ambea is scheduled to publish its interim report for the third quarter on 4 November 2026, days after announcing its total shares and share capital. The upcoming report will present the company’s results for the period that included completion of the two issuances and the announced stages of the offer.