2 October 2020: The board of directors of Avida Holding AB ("Holding") and Avida Finans AB (publ) ("Finans"), jointly referred to as the "Companies" and the boards of the Companies are jointly referred to as the "Boards", announced on the 26 June 2020 that the Boards had adopted a merger plan (the "Merger Plan") in order to carry out a downstream merger of Holding into Finans (the "Merger"). The Merger was approved on 4 August 2020 by an extraordinary general meeting in Holding. The Merger will be carried out by way of absorption whereby Finans will be the transferee company (surviving entity) and Holding will be the transferring company. All shares in Holding are covered by the Merger, including any additional shares issued by Holding after the date of this press release.

Finans, as a credit-market company, is authorized to conduct financing operations and is under supervision by the Swedish Financial Supervisory Authority (the "SFSA"). Thereby, the Merger was conditional upon approval from the SFSA to implement he Merger Plan. The SFSA announced such approval today. 

The Companies plans to register the Merger with the Swedish Companies Registration Office (the "SCRO") in mid-November, whereby the Merger is considered completed. Holding and Finans will announce when the Merger is registered with the SCRO. The Merger Plan is available on the Companies' website, www.avidafinance.com.    
Settlement of Merger Consideration
Entitled to receive merger consideration will be the shareholders that are included in the share register of Holding on the record date for the Merger, which is expected to occur on 23 November 2020.

The merger consideration will be settled following that Euroclear Sweden AB ("Euroclear") registers the number of shares in Finans attributable to the entitled shareholder on the shareholder's VP account, which is expected to occur on 25 November 2020. Concurrently therewith, the shareholder's shares in Holding will be deregistered from the same account, if not having occurred earlier, and no action is thus required by the shareholders of Holding. The shares in Finans that are paid as merger consideration entitle the holder to the rights that shareholders are entitled to from and including the day of registration of the holder as shareholder in the share register of Finans that is administered by Euroclear.
If the shares in Holding are pledged at the time of settlement of the merger consideration, settlement will be made to the pledgee. If the shares in Holding are registered with a trustee, settlement will be made to the trustee.

Articles of association, share split and Euroclear registration
The Merger was also conditional upon receipt of requisite approvals from the SFSA of amendments of Finans' articles of association. The SFSA gave such approval today on 2 October 2020. 
Finans will ensure that the articles of association and the combination of shares and share split, which were resolved by the extraordinary general meeting of Finans on 4 August 2020, are registered with the SCRO. When the SCRO has completed the mentioned registrations, Finans intends to submit an application for registration in the record register of the company's shares administered by Euroclear Sweden AB.  

 
Remaining conditions of the Merger
Completion of the Merger is conditional upon receipt of requisite permissions or approvals from the Norwegian Financial Supervisory Authority are granted for Finans to become the new owner of Avida Inkasso AS. All other conditions as described in the Merger Plan are already satisfied of the date hereof.

Last day of trading in Holding's shares and de-listing
The shares of Holding will be de-listed in connection with the completion of the Merger and will thus no longer be traded at NOTC. The shares of Holding will thereafter cease to exist. For shareholders in Holding, the Merger does not entail any actual change in the net worth. Holding has not yet submitted the application for de-listing but will announce this as soon as it has been submitted and the last day of trading in Holding's share on NOTC. 

Tax issues
The Boards have concluded that shareholders who are liable for tax in Sweden and Finland are entitled to deferred taxation in connection with share swap. However, the Merger will be treated as taxable and thus lead to a taxable event for taxable individuals and entities in Norway. The Boards urge all shareholders in Holding to carry out their own assessment of the potential implications of the Merger on their respective individual tax situation. Please refer to the Merger Plan for additional information.

Laws and disputes
The Merger is regulated by and shall be interpreted in accordance with Swedish law. Disputes concerning, or arising in connection with, the Merger shall be settled exclusively by the Swedish court, with Stockholm District Court as the first instance.

Advisers
Advokatfirma DLA Piper Sweden KB is acting as legal adviser to the Companies in connection with the Merger.

For further information please contact: 
Geir Langfeldt Olsen, Chairman of Avida, Telephone: +34 637 496 224. E-mail: geir@andenesinvestments.com

Tord Topsholm, CEO at Avida, Telephone: +46 72-402 44 35. E-mail: tord.topsholm@avida.se
The information was submitted for publication, by the above contact persons, on 2 October 2020, at 12.00 CEST.

About Avida: 
Avida is a credit market company that since the start in 1983 has focused on offering loans to individuals and corporates. We are currently about 120 employees, with headquarters in Stockholm and offices in Oslo and Helsinki. We are building a high growth and high-quality business that will not tail off in growth and we have a growth target of SEK10bn loan book by 2020. At Avida we are not like everybody else in this business, we will always go that extra mile to help our customers turn their plans into reality and we promise that we always give our customer the proper attention and the chance to get the financing they need. 
Avida is under the supervision of the Swedish Financial Supervisory Authority and our share is listed on NOTC, Oslo stock exchange and like all Swedish banks and credit market companies, we are covered by the state deposit insurance.