Ica-Handlarnas FÖRbund Ab and AMF Pensionsförsäkring AB made an offer to acquire remaining 46% stake in ICA Gruppen AB (publ) (OM:ICA) from group of shareholders for approximately SEK 49.4 billion on November 10, 2021. Under the terms of transactions, ICA-handlarnas and AMF will acquire 92,503,465 shares in ICA Gruppen with offer price of SEK 534 per share. Ica-Handlarnas FÖRbund Ab currently holds 108,643,330 shares representing 54.01% stake in ICA Gruppen AB. Post transaction, Ica-Handlarnas FÖRbund Ab and AMF Pensionsförsäkring AB will hold 87% stake and 13% stake in ICA Gruppen AB respectively. Offerors will contribute approximately SEK 205 billion equity to fund the acquisition and remaining consideration will be funded from bridge financing. The initial bridge financing will be fully provided by Skandinaviska Enskilda Banken AB and Svenska Handelsbanken AB. The Board of Directors of ICA Gruppen has, following written request, allowed acquirer to conduct a very limited confirmatory due diligence review in connection with the preparations of the Offer. Offerors has not received any inside information in connection with such due diligence review. ICA-handlarnas Förbund's and AMF's intention is not that the completion of the Offer shall entail any material change for ICA Gruppen's senior management or employees (including their terms of employment), the employment in ICA Gruppen or any material changes of the locations where ICA Gruppen operates.

Completion of the Offer is conditional upon, among other things, the Offer being accepted to such extent that ICA-handlarnas and AMF becomes the owner of more than 90% of all shares in ICA Gruppen (on a fully diluted basis), and the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions including the Swedish Financial Supervisory Authority. the Board of Directors unanimously recommends the shareholders of ICA Gruppen to accept the Offer. In the event that, Offeror becomes the owner of more than 90% stake in ICA Gruppen, Offeror intends to commence a compulsory buy-out procedure in respect of remaining shares in ICA Gruppen. In connection with such compulsory buy-out, Offeror intends to promote delisting of the shares in ICA Gruppen from Nasdaq Stockholm. Swedish Financial Supervisory Authority approvals have been received on December 13, 2021. Consequently, the condition regarding the receipt of necessary approvals from relevant authorities has been fulfilled. As of November 29, 2021, 12,052,779 shares equivalent to 6% is already acquired. Together with the 108,643,330 shares in ICA Gruppen which ICA-handlarnas Förbund will contribute to the Bidder in connection with and conditional upon the completion of the Offer, the Bidder will own at least 120,696,109 shares in ICA Gruppen (corresponding to approximately 60% of the total number of shares. As of December 14, 2021, Offerors preliminary own approximately 177,715,756 shares in ICA Gruppen (corresponding to approximately 88.4% of the total number of shares and votes in ICA Gruppen). The acceptance period for the Offer is expected to commence on November 11, 2021 and expires on December 14, 2021, subject to any extensions. As of December 14, 2021, Offeror own 88.6% stake in ICA Gruppen. Also, the condition of minimum tender has been waived off. The offeror has decided to extend the acceptance period up to and including January 7, 2022, in order to give the remaining shareholders an additional opportunity to accept the Offer. Nasdaq Stockholm has approved ICA Gruppen's application for delisting and decided that the last day of trading in the ICA Gruppen share on Nasdaq Stockholm will be 13 January 2022. As per update on January 10, 2022, offer period has been extended to February 1, 2022.

ICA Gruppen has retained Carnegie Investment Bank AB (publ) as financial advisor and Cirio Advokatbyrå AB as legal advisor in connection with the Offer. Mats Lindqvist of Deloitte AB, Financial Advisory Arm acted as Fairness Opinion provider to ICA Gruppen AB board. Svenska Handelsbanken AB (publ) (OM:SHB A), Handelsbanken Capital Markets and Skandinaviska Enskilda Banken AB (publ) (OM:SEB A) acted as as financial advisors and Gernandt & Danielsson Advokatbyrå acted as legal adviser in connection with the Offer to ICA-handlarnas. Setterwalls Advokatbyrå Ab acted as legal advisor to AMF Pensionsförsäkring AB. Euroclear Sweden AB acted as registrar to ICA Gruppen AB.

Ica-Handlarnas FÖRbund Ab and AMF Pensionsförsäkring AB completed the acquisition of remaining 46% stake in ICA Gruppen AB (publ) (OM:ICA) from group of shareholders on February 1, 2022.