0RL0 Skeljungur Ltd

SKEL fjárfestingafélag hf.: Due Diligence Completed in Connection with the Merger of Samkaup, Heimkaup, and Orkan. Addendum to Letter of Intent Signed.

Reference is made to the announcement on 15 May 2024, regarding the letter of intent between SKEL fjárfestingafélag hf. ("SKEL") and Samkaup hf. ("Samkaup"), reg.no. 571298-3769, concerning the merger of Samkaup and certain companies within the SKEL group, specifically Orkan IS ehf., Löður ehf., Heimkaup ehf., and Lyfjaval ehf. (the "Merging Companies").

Since the signing of the letter of intent, the parties have conducted financial, tax, and legal due diligence on Samkaup and the merging companies. The results of the due diligence have been reviewed, and an addendum to the letter of intent, originally signed on May 15, has been executed. The terms of the letter remain largely unchanged, except for the agreed exchange ratios. Samkaup shareholders will hold 52.5% of the merged company, while Heimkaup shareholders will hold 47.5%. SKEL’s ownership in the merged company is expected to be 47%, having previously held 5% share in Samkaup through its holding company Eignarhaldsfélagið Bjarmi ehf.

The parties are currently working to finalize the remaining material issues in the merger agreement, with the goal of resolving them in the coming days. SKEL will provide further updates as developments occur.

For further information, please contact Ásgeir Helgi Reykfjörð Gylfason, CEO of SKEL, at fjarfestar@skel.is