Nilfisk Board Votes to Accept Cash Takeover

COPENHAGEN -- The Board of Directors of Nilfisk is recommending that shareholders accept a voluntary all-cash takeover offer from Freudenberg for all shares in Nilfisk.

The recommendation is based on the attractive offer price, transaction certainty, and the strategic rationale of the proposed transaction. The offer price of DKK 140 ($21.85) in cash per share represents an attractive premium compared to historical share prices and values.

Freudenberg Group is based in Weinheim, Germany, and manufactures cleaning technologies and other industrial solutions.

“Following a comprehensive evaluation of the offer and its implications, conducted together with our advisors, the Board unanimously recommends that Nilfisk’s shareholders accept Freudenberg’s offer,” said Peter Nilsson, chair of the Board of Directors of Nilfisk.

“Our recommendation is based on the attractive all-cash offer price, which is supported by an independent fairness opinion, the high degree of transaction certainty, and the support expressed by major shareholders and the Executive Management. In addition, we see a strong strategic and cultural fit between the two companies, which makes this a compelling offer for Nilfisk’s shareholders.”

Prior to the announcement of Freudenberg's intention to make the offer on 11 December 2025, the Board, prompted by an unsolicited approach by a third party, conducted a competitive and structured process, initiated in spring 2025, to assess Nilfisk’s strategic options.

This process included a review of Nilfisk’s standalone plan as well as a range of potential ownership structures and strategic alternatives, supported by external advisors. Following this process and subsequent negotiations, the Board concluded that the offer from Freudenberg represents the result of an extensive and meticulous due diligence and negotiation process, where the Board has worked to secure improved terms and conditions. In the Board’s view the offer now presented to Nilfisk’s shareholders represents the most attractive outcome.

In accordance with applicable takeover regulations, the Board has reviewed and analyzed Freudenberg's offer and assessed the advantages and disadvantages of the offer for Nilfisk’s shareholders. This assessment includes, among other factors, the financial terms of the offer, Freudenberg’s stated plans for Nilfisk, the potential consequences for employees, and the overall certainty of completing the transaction.

The Board welcomes Freudenberg’s stated commitments regarding employee continuity, company culture, and its intention to further develop Nilfisk. While the Board believes that Nilfisk can continue to operate successfully as a standalone company, it also recognizes that the proposed change of ownership may create strategic benefits and further reinforce Nilfisk’s position as a global leader in its field.

The offer period is expected to expire on 18 February 2026 at 23:59 CET, unless extended. Shareholders are encouraged to carefully review the terms and conditions of the offer and the implications of both accepting and not accepting the offer before making their decision.

More information about the offer and the transaction, including the Board’s statement and Freudenberg’s offer document, is, subject to certain restrictions, available at: https://investor.nilfisk.com/offer-site-to-shareholders

Key facts about the offer: (Source: FactSet)
The offer price is $21.85, or DKK 140 in cash for each share in Nilfisk (the Offer Price), valuing all outstanding shares of Nilfisk at approximately $592 million.

The Offer Price of DKK 140 per share represents:
• A premium of 35.9% compared to the closing price of DKK 103 on Nasdaq Copenhagen on 10 December 2025.
• A premium of 39.8% compared to the one-month volume-weighted average share price of DKK 100.11 for the period ending 10 December 2025.
• A premium of 30.1% compared to the three-month volume-weighted average share price of DKK 107.60 for the period ending 10 December 2025.
• A premium of 35.9% compared to the six-month volume-weighted average share price of DKK 103.05 for the period ending 10 December 2025.
• A premium of 42.3% compared to the twelve-month volume-weighted average share price of DKK 98.38 for the period ending 10 December 2025.

The major shareholders, KIRKBI Invest A/S, Ferd AS and PrimeStone Capital LLP, as well as members of the Board of Directors and Executive Management who hold shares, have irrevocably undertaken to tender their shares to Freudenberg.

The offer is subject to customary conditions, including a minimum acceptance threshold of 90% of the shares plus one share (excluding treasury shares).

The offer period is set to expire on February 18th at 23:59 CET, unless extended. Shareholders who wish to tender their shares to Freudenberg must complete the appropriate tender process before this deadline. Please refer to the offer document for details on this process.

Freudenberg expects completion of the offer, including payment of the consideration to the selling shareholders, in the first half of 2026, subject to the receipt of all regulatory approvals and clearances.

Nilfisk was founded in 1906 by the Danish engineer P.A. Fisker. Today, the company is a world-leading global provider of professional cleaning equipment and services. More than 90% of sales are to professional customers, while the remaining part of the business is aimed at consumers.

Nilfisk’s products and services are sold in more than 100 countries and produced at 6 manufacturing sites across the globe. The company has approximately 4,500 employees and generated revenue of 1,027.9 mEUR in 2024. The largest single market is the US (28% of revenue), followed by Germany (14%), France (10%), Denmark (7%), and the UK (4%).

For more, go to Nilfisk.com.