Shareholders Approve Merger Giving Multiconsult Investors 54% Stake in Combined Group
Key Facts
Shareholders of Rejlers and Multiconsult approved their joint merger plan at extraordinary general meetings held on 19 October, according to a Rejlers statement issued after the vote. The approval marks an important step toward forming a multidisciplinary engineering consultancy group in the Nordic countries, the company said. Under the plan, Multiconsult shareholders will receive 0.9725 new Rejlers Class B shares for each Multiconsult share they own. The exchange ratio gives Multiconsult shareholders a 54% stake in the combined company, compared with 46% for Rejlers shareholders. Rejlers’ chief executive said shareholders had backed “the most important change in the company’s history.”
The transaction will be carried out as a cross-border merger, with Rejlers as the continuing company and Multiconsult as the transferring company, according to the merger plan announced in September. The parties had said the exchange value represented a premium of 1.7% to Multiconsult’s closing share price and a discount of 2.0% to Rejlers’ closing share price on 4 September. Before the vote, voting undertakings covered 37% of Multiconsult’s capital and votes. At Rejlers, the undertakings covered about 18% of capital and about 51% of votes. These terms set out how ownership will transfer to the new group, while completion remains subject to other requirements.
Shareholder approval alone is not sufficient to complete the merger; the transaction remains conditional on antitrust and other regulatory approvals. Requirements also include confirmations from the Swedish Companies Registration Office and the Norwegian Register of Business Enterprises, and the listing of the new shares issued in the exchange on the specified stock exchanges. Approval of the prospectus and its passporting to the relevant markets may also be required. The companies expected merger reviews in Norway, Sweden and Poland, and said they had begun the relevant regulatory processes. They estimated completion in late 2026 or early 2027, subject to approvals and fulfillment of the remaining conditions.
For the combined group, Rejlers expects a workforce of about 8,000, mostly in Sweden, Norway and Finland, with a presence in Poland, Denmark, the United Kingdom and the United Arab Emirates. The company said the parties’ current revenues total about 12 billion Swedish kronor, and adjusted earnings before interest, taxes, depreciation and amortization are about 795 million Swedish kronor. The headquarters is planned to be in Stockholm, with several group functions in Oslo. Rejlers shareholders also approved changing the company’s registered name to Multiconsult Rejlers AB, with the change to take effect when the merger is registered. These arrangements outline the expected group’s geographic footprint and legal structure.
The shareholder vote came on the same day Rejlers reported third-quarter results, with net sales up 3.5% year on year to 1,065.0 million Swedish kronor in the period from July to September 2026. But organic sales growth, excluding the effect of foreign exchange rates, was -3.4%, compared with 6.0% in the corresponding period of 2025. Earnings before interest, taxes, depreciation and amortization fell to 60.1 million Swedish kronor from 73.6 million, and the margin declined to 5.6% from 7.2%. Net profit after tax, by contrast, rose to 28.6 million Swedish kronor from 27.9 million. Diluted and basic earnings per share were 1.19 Swedish kronor, compared with 1.23 kronor in the corresponding period.
The chief executive attributed the quarter’s earnings impact to the effects of the war in Iran on the company’s operations in the United Arab Emirates, and to delayed project starts in Norway. He said Sweden recorded strong growth, while business in Finland developed at a steady pace. These factors put the quarter’s results in the context of mixed operating conditions across the company’s markets, with operating earnings and margins falling despite higher overall sales. The merger vote moves the transaction into the phase of completing approvals, registration and listing, ahead of the expected completion date. Completion of those steps remains a condition for shareholders to move to the announced ownership shares in the new group.