Meriaura Group Plc ('Meriaura Group') has entered into an agreement with the shareholders of Rasol Ltd ('Rasol'), Eero Lehvonen and Markus Rantavuori ('Sellers'), to acquire the entire share capital of Rasol through a share exchange. Rasol is a company established in 2019 that sells and installs solar power systems mainly in the Southern Finland. The company has experienced significant growth, with its revenue surpassing 5 million euros and an operating profit of over 700,000 euros in 2022.
The valuation for Rasol's share capital in the share exchange agreement is set at 3,248,640.75 euros, increased by 671,359.25 euros, representing the company's cash (current assets - current liabilities) as of October 30, 2023. Therefore, the total purchase price amounts to 3,920,000 euros.
The purchase price has been paid through a directed share issue based on the authorization granted by an extraordinary general meeting of Meriaura Group on November 25, 2022. A total of 66,233,428 new shares of Meriaura Group were offered to the Sellers at a subscription price of 0.05918462 euros per share. The number of shares issued represents 7.6% of Meriaura Group's total shares after the implementation of the share exchange. The subscription price used in the directed share issue related to the share exchange is 38% higher than the closing price of 0,0428 euros per share on First North Growth Market Finland on November 29, 2023, the trading day preceding Meriaura Group's announcement. The Sellers have subscribed to the shares and paid the subscription price by transferring 2,290 of their own Rasol shares, representing 100% of Rasol's shares and voting rights, as a non-cash contribution to Meriaura Group.
Regarding the shares in Meriaura Group issued in the share exchange, there is a restriction on sales exceeding 1,000,000 euros in value, which will be in effect for five (5) years from the completion of the share exchange, releasing shares gradually on an annual basis from the restriction. The Sellers will continue to work for Rasol.
As a result of the directed share issue related to the share exchange, the number of Meriaura Group's shares will increase from 800,102,141 to 866,335,569 shares. The shares subscribed for in the share issue will be registered in the trade register and delivered to the Sellers' book-entry accounts approximately on December 5, 2023. Trading with the new shares will commence on Nasdaq First North Growth Market Sweden approximately on December 6, 2023 and Nasdaq First North Growth Market Finland approximately on December 7, 2023 alongside Meriaura Group's existing shares.
Meriaura Group has previously communicated its goal to significantly accelerate the growth of its Renewable Energy business and turn it profitable by integrating other renewable energy sources into its existing offering of solar thermal energy and biofuels. This acquisition fulfills that goal, and Rasol's business as part of the group's Renewable Energy segment strengthens its position in the market for renewable energy solutions.
Rasol has quickly become a significant and reliable player in the field of solar power systems. Growth in both revenue and operating profit is expected for 2023. Rasol aims to increase its market share, especially in the market for household companies, rental housing companies, farms, and commercial and industrial properties. Following the acquisition, solar parks and energy sales will also play a more prominent role in the company's business plan, leveraging Meriaura Group's expertise and networks in large-scale energy system delivery, such as in system planning and executing projects.
"Rasol's high-quality solutions and expertise in solar power systems complement Meriaura Group's existing services in the Renewable Energy business, creating a stronger and more versatile offering for our customers. This integration enables us to capitalize on synergies and create new growth opportunities. Our shareholders also get better access to the growing market of renewable energy," rejoices Kirsi Suopelto, CEO of Meriaura Group.
"We have grown Rasol into a significant player in its industry. The next leap in growth requires stronger shoulders, which we believe we will have as part of a larger, listed entity. With Meriaura Group's networks and expertise, we can take our operations to a new level both in terms of business and, for instance, considering environmental perspectives. We perceive this as significant also on a personal level," state Lehvonen and Rantavuori.