DLA Piper advises W5 Solutions on the acquisition of KT Shelter Oy and related directed share issue

DLA Piper has advised W5 Solutions AB (publ) (“W5 Solutions”) in connection with its agreement to acquire 100% of the shares in KT‑Shelter Oy (“KT‑Shelter”), as well as on a directed share issue of SEK 100 million to support the financing of the acquisition.

W5 Solutions has entered into an agreement to acquire KT‑Shelter, a Finnish defence technology company specialising in rapidly deployable modular shelter systems. The transaction includes an initial purchase price corresponding to an enterprise value of EUR 22.0 million on a cash‑ and debt‑free basis, with two potential earn‑outs of up to EUR2.0 million each, conditional on the achievement of financial targets in 2026 and 2027. The consideration will be financed through long‑term debt facilities, which W5 Solutions intends to partially replace with equity.

In connection with the acquisition, W5 Solutions has resolved on a directed share issue of 2,000,000 shares at a subscription price of SEK 50.0 per share, raising SEK 100 million before transaction costs. The subscription price was determined through an accelerated bookbuilding procedure conducted by DNB Carnegie Investment Bank AB (publ). The net proceeds are intended to be used, together with bank financing, to fund the acquisition of KT‑Shelter.

KT‑Shelter develops and delivers rapidly deployable shelter systems designed to protect helicopters, fighter aircraft, drones and other defence assets in challenging environments. Its patented systems enable ground‑level assembly without heavy equipment and are used globally by military and governmental customers.

Through the acquisition, W5 Solutions strengthens its offering within rapidly deployable infrastructure and expands its presence in Finland. The combined operations are expected to benefit from synergies across production, product development and cross‑selling opportunities.

Completion of the acquisition is subject to foreign direct investment (FDI) approval by Finland’s Ministry of Economic Affairs and Employment and is expected to occur during the second quarter of 2026.

Petter Kjöllerström acted as lead partner on the acquisition, and Emma Norburg acted as lead partner on the directed share issue.