Axel Johnson has increased its holdings in Dustin and will announce a mandatory public offer – a manifestation of long-term ownership engagement and strong belief in Dustin

The upcoming Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in Australia, Hong Kong, Japan, New Zealand, the United States or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares in the Offer would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

Axel Johnson AB has today, through its wholly-owned subsidiary, AxMedia AB (”Axel Johnson”), acquired an additional 2,000,000 shares in Dustin Group AB (publ) (“Dustin”) and, thereafter, Axel Johnson owns in total 34,744,788 shares in Dustin, corresponding to 30.5 percent of the shares and votes in Dustin, compared to the previous 28.7 percent*. Thus, the threshold for making a mandatory public offer has been exceeded and such an offer of SEK 28.50 per share will be announced shortly.

Axel Johnson has been a shareholder in Dustin since 2015. Since then, Axel Johnson has consistently acted with a long-term perspective and has gradually increased its shareholding in and engagement with Dustin. Since 2016, Axel Johnson has been the single largest shareholder in Dustin.

The increase of Axel Johnson’s shareholding to 30.5 percent is not motivated by any ambition to acquire all shares in Dustin, but of a strong belief in the position and future prospects of Dustin, and Axel Johnson’s ambition to continue to support the future growth and development of Dustin as a long-term and engaged major shareholder.

Since an obligation to make a mandatory public offer has arisen, Axel Johnson will shortly announce such an offer for all remaining shares in Dustin (the “Offer”).

The shares which Axel Johnson now has purchased were acquired at a price of SEK 28.50 per share. Axel Johnson has not acquired any other shares in Dustin during the last six months. The price in the Offer will be SEK 28.50 per share.

Other shareholders will have the opportunity to evaluate the Offer. Axel Johnson will thereafter, regardless of the exact outcome of the Offer, be a dedicated major shareholder in Dustin with a focus on the future development of the company and value creation for all shareholders.

The ordinary shares in Dustin are listed on Nasdaq Stockholm, Mid Cap.

Axel Johnson has retained SEB Corporate Finance as financial advisor and Vinge as legal advisor.

Additional information about the Offer is available at www.axjbid.se.

About Dustin
Dustin is an online based IT partner in the Nordics and Benelux. The company has a wide range of hardware and software products, related services and complete IT solutions. Dustin combines fast, reliable deliveries with a high IT knowledge and is a strategic IT partner for mainly small and medium-sized businesses, as well as for larger companies, public sector and consumers. For the workplace, home office and remote work, Dustin has the market’s widest range of hardware, including approximately 280,000 products from more than 3,500 brands.

*Based on the total number of shares in Dustin, including shares which are owned by Dustin, currently 825,000 shares of class C

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For further information, please contact:
David Salsbäck, Executive Vice President Communications & Sustainability, Axel Johnson
Telephone: +46 73 389 00 90
E-mail: david.salsback@axeljohnson.se

The information was submitted for publication on 27 June 2023, at 14:25 CEST.

Important information
This press release does not constitute an offer to buy or sell shares, nor does it constitute an invitation to offer to buy or sell shares.

The upcoming Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that additional offer documents be prepared or registration effected or that any other measures be taken in addition to those required under Swedish law.

The distribution of this press release and other documentation related to the upcoming Offer may in certain jurisdictions be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Axel Johnson disclaims any responsibility or liability for the violations of any such restrictions by any person.

The upcoming Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders inAustralia, Hong Kong, Japan, New Zealand, the United States or South Africa, or any jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

The upcoming Offer, the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is 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 acceptance period for the upcoming Offer has not commenced.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the upcoming 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 Axel Johnson. Any such forward-looking statements speak only as of the date on which they are made and Axel Johnson 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.