Goldcup 37526 AB (u.n.ä.t. Vorward Partners AB): Vorward Partners AB completes the recommended public offer to shareholders of Everysport Group AB (publ) and extends the acceptance period
1 augusti, 18:30
This announcement is not an offer, whether directly or indirectly, in the United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important information" at the end of this announcement and in the published offer document.
Summary
On 17 June 2025, Vorward Partners AB (formerly Goldcup 37526 AB) (“BidCo”) announced a recommended public offer to the shareholders of Everysport Group AB (publ) (“Everysport Group”) to acquire all shares in Everysport Group at a price of SEK 24.00 in cash per share (the “Offer”). The acceptance period for the Offer expired on 31 July 2025 and BidCo hereby announces that:
- The shares in Everysport Group tendered in the Offer at the end of the acceptance period amounts to a total of 1,386,470 shares in Everysport Group, corresponding to approximately 21.65 percent of the total number of outstanding shares and votes in the company.
- The shares in Everysport Group tendered in the Offer at the end of the acceptance period, together with the 4,686,178 shares in Everysport Group that the Consortium (as defined below) directly and indirectly owns and will contribute to BidCo in connection with the completion of the Offer, amounts to a total of 6,072,648 shares, corresponding to approximately 94.82 percent of the outstanding shares and votes in Everysport Group.
- All conditions for the Offer have been fulfilled, and BidCo has declared the Offer unconditional and has resolved to complete the Offer and extended the acceptance period until 14 August 2025 at 15:00 (CEST).
- Payment of consideration to shareholders who accepted the Offer is expected to occur around 8 August 2025.
Background and outcome
At the end of the acceptance period on 31 July 2025, the Offer had been accepted by shareholders representing a total of 1,386,470 shares in Everysport Group, corresponding to approximately 21.65 per cent of the total number of outstanding shares and votes in the company.
At the time of the announcement of the Offer, Vor SPC5[1], VOF[2] and the following persons having senior positions in Everysport Group; Nordic Growth Capital AB, Djäkne Holdings every AB, Andersson Group AB, Hannes Andersson, Michael Hansen and Johan Ejermark (the “Management” and together with Vor SPC5 the “Consortium”) controlled a total of 3,505,636 shares in Everysport Group. Between the announcement of the Offer and the end of the acceptance period, VOF acquired additional 1,099,348 shares in Everysport Group. The acquisitions were made at a price not above the price per share of SEK 24.00 offered in the Offer and not under terms more favourable to the sellers than those in the Offer, therefore the acquisitions did not necessitate an adjustment of the terms of the Offer. Additionally, Management exercised their respective warrants of series 2023/2025 and 2023/2026 and thereby subscribed for a total of 81,194 shares in Everysport Group at a subscription price of SEK 15 per share. All shares in Everysport Group directly and indirectly held by the Consortium will be contributed to BidCo following the completion of the Offer. Except from the above, neither the Consortium nor any of their affiliated companies or other related parties held any shares or other financial instruments in Everysport Group that provide financial exposure to Everysport Group's shares at the time of the announcement of the Offer.
As of the date of this press release, the Consortium’s total holdings amount to 4,686,178 shares in Everysport Group, corresponding to approximately 73.17 per cent of the total number of outstanding shares and votes in the company. The shares tendered in the Offer, together with the Consortium’s holdings, amounts to 6,072,648 shares, corresponding to approximately 94.82 per cent of the total number of outstanding shares and votes in Everysport Group.
All conditions for the Offer have thus been fulfilled, and BidCo declares the Offer unconditional. BidCo will therefore complete the Offer and acquire the shares tendered in the Offer. Payment of consideration to shareholders who accepted the Offer is expected to occur around 8 August 2025.
To provide shareholders of Everysport Group, who have not accepted the Offer, with an additional opportunity to accept the Offer, BidCo's board of directors has decided to extend the acceptance period until 14 August 2025 at 15:00 (CEST). Payment of consideration to shareholders who accept the Offer during the extended acceptance period is expected to commence around 21 August 2025. BidCo and members of the Consortium may acquire shares in Everysport Group on the market during the extended acceptance period.
As the Offer has been declared unconditional, shareholders who have accepted the Offer, or who will accept the Offer during the extended acceptance period, do not have the right to withdraw their acceptances.
Compulsory redemption proceedings and delisting
Since BidCo, in accordance with the above, will become the owner of shares representing more than 90 per cent of the total number of outstanding shares in Everysport Group, BidCo intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Everysport Group and to promote delisting of Everysport Group’s shares from Spotlight Stock Market.
Offer document and supplement
On June 17, 2025, BidCo published an offer document relating to the Offer (the "Offer Document"). Additionally, BidCo published a supplement to the Offer Document on 24 July 2025, due to the publication of Everysport Group's interim report for the period 1 April – 30 June 2025, which was published on 24 July 2025 (the "Supplement"). The Supplement forms part of, and should be read in conjunction with, the Offer Document. The Offer Document and Supplement are available in Swedish on the webpage for the Offer (https://www.vorward-offer.com/).
Applicable law and disputes
The Offer, as well as any agreements entered into between BidCo and the shareholders of Everysport Group relating to the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arise in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.
The takeover rules for certain trading platforms issued by the Swedish Corporate Governance Board (the “Takeover Rules”) and the Swedish Securities Council’s statements and rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer including, where applicable, the Swedish Securities Counsil’s interpretation and application of the Swedish Securities Council’s interpretation of the Swedish Industry and Stock Exchange Committee’s (Sw. Näringslivets Börskommitté) former rules of public offers, are applicable to the Offer.
Advisors
MAQS Advokatbyrå AB and Advokatfirman DLA Piper Sweden KB are acting as legal advisors to BidCo in connection with the Offer and Avanza Bank AB (publ) is acting as financial advisor to BidCo in the Offer.
Information about the Offer
Information about the Offer is made available at https://www.vorward-offer.com.
For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.
For additional information, please contact:
Hannes Andersson
Tel: +46 070-736 56 25
E-mail: hannes@anderssongroup.se
The information in this press release was submitted for publication by Vorward Partners AB (formerly Goldcup 37526 AB) in accordance with the Takeover Rules. The information was submitted for publication on 1 August 2025 at 18:30 (CEST).
Important information
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail. The Offer is not being made, directly or indirectly, in or into United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Koreaor in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. This press release is not being, and must not be, sent to shareholders with registered addresses in United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea. Banks, brokers, dealers and other nominees holding shares for persons in United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea must not forward this press release, or any other document received in connection with the Offer to such persons.
In the United Kingdom, this communication and any other offer documents relating to the Offer is/will be directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). No communication in respect of the Offer must be acted on or relied on by persons who are not Relevant Persons. The Offer, any investment or investment activity to which this communication relates is/will be available only in the United Kingdom to Relevant Persons and will be engaged in only with Relevant Persons.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the 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 BidCo and Everysport Group. Any such forward-looking statements speak only as of the date on which they are made and BidCo 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. Avanza are acting for BidCo and no one else in connection with the Offer and will not be responsible to anyone other than BidCo for providing the protections afforded to clients of Avanza, or for giving advice in connection with the Offer or any matter referred to herein.
[1] Vor Private Opportunities SPC – Segregated Portfolio Five, being a segregated portfolio of Vor Private Opportunities SPC, a segregated portfolio company established under the laws of the Cayman Islands, with its registered office at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands (“Vor SPC5”).
[2] Vor Opportunities Master Fund, registration number 332012, a master fund organized under the laws of the Cayman Islands with its registered address at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (“VOF”).
Goldcup 37526 AB (u.n.ä.t. Vorward Partners AB): Vorward Partners AB completes the recommended public offer to shareholders of Everysport Group AB (publ) and extends the acceptance period
1 augusti, 18:30
This announcement is not an offer, whether directly or indirectly, in the United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important information" at the end of this announcement and in the published offer document.
Summary
On 17 June 2025, Vorward Partners AB (formerly Goldcup 37526 AB) (“BidCo”) announced a recommended public offer to the shareholders of Everysport Group AB (publ) (“Everysport Group”) to acquire all shares in Everysport Group at a price of SEK 24.00 in cash per share (the “Offer”). The acceptance period for the Offer expired on 31 July 2025 and BidCo hereby announces that:
- The shares in Everysport Group tendered in the Offer at the end of the acceptance period amounts to a total of 1,386,470 shares in Everysport Group, corresponding to approximately 21.65 percent of the total number of outstanding shares and votes in the company.
- The shares in Everysport Group tendered in the Offer at the end of the acceptance period, together with the 4,686,178 shares in Everysport Group that the Consortium (as defined below) directly and indirectly owns and will contribute to BidCo in connection with the completion of the Offer, amounts to a total of 6,072,648 shares, corresponding to approximately 94.82 percent of the outstanding shares and votes in Everysport Group.
- All conditions for the Offer have been fulfilled, and BidCo has declared the Offer unconditional and has resolved to complete the Offer and extended the acceptance period until 14 August 2025 at 15:00 (CEST).
- Payment of consideration to shareholders who accepted the Offer is expected to occur around 8 August 2025.
Background and outcome
At the end of the acceptance period on 31 July 2025, the Offer had been accepted by shareholders representing a total of 1,386,470 shares in Everysport Group, corresponding to approximately 21.65 per cent of the total number of outstanding shares and votes in the company.
At the time of the announcement of the Offer, Vor SPC5[1], VOF[2] and the following persons having senior positions in Everysport Group; Nordic Growth Capital AB, Djäkne Holdings every AB, Andersson Group AB, Hannes Andersson, Michael Hansen and Johan Ejermark (the “Management” and together with Vor SPC5 the “Consortium”) controlled a total of 3,505,636 shares in Everysport Group. Between the announcement of the Offer and the end of the acceptance period, VOF acquired additional 1,099,348 shares in Everysport Group. The acquisitions were made at a price not above the price per share of SEK 24.00 offered in the Offer and not under terms more favourable to the sellers than those in the Offer, therefore the acquisitions did not necessitate an adjustment of the terms of the Offer. Additionally, Management exercised their respective warrants of series 2023/2025 and 2023/2026 and thereby subscribed for a total of 81,194 shares in Everysport Group at a subscription price of SEK 15 per share. All shares in Everysport Group directly and indirectly held by the Consortium will be contributed to BidCo following the completion of the Offer. Except from the above, neither the Consortium nor any of their affiliated companies or other related parties held any shares or other financial instruments in Everysport Group that provide financial exposure to Everysport Group's shares at the time of the announcement of the Offer.
As of the date of this press release, the Consortium’s total holdings amount to 4,686,178 shares in Everysport Group, corresponding to approximately 73.17 per cent of the total number of outstanding shares and votes in the company. The shares tendered in the Offer, together with the Consortium’s holdings, amounts to 6,072,648 shares, corresponding to approximately 94.82 per cent of the total number of outstanding shares and votes in Everysport Group.
All conditions for the Offer have thus been fulfilled, and BidCo declares the Offer unconditional. BidCo will therefore complete the Offer and acquire the shares tendered in the Offer. Payment of consideration to shareholders who accepted the Offer is expected to occur around 8 August 2025.
To provide shareholders of Everysport Group, who have not accepted the Offer, with an additional opportunity to accept the Offer, BidCo's board of directors has decided to extend the acceptance period until 14 August 2025 at 15:00 (CEST). Payment of consideration to shareholders who accept the Offer during the extended acceptance period is expected to commence around 21 August 2025. BidCo and members of the Consortium may acquire shares in Everysport Group on the market during the extended acceptance period.
As the Offer has been declared unconditional, shareholders who have accepted the Offer, or who will accept the Offer during the extended acceptance period, do not have the right to withdraw their acceptances.
Compulsory redemption proceedings and delisting
Since BidCo, in accordance with the above, will become the owner of shares representing more than 90 per cent of the total number of outstanding shares in Everysport Group, BidCo intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Everysport Group and to promote delisting of Everysport Group’s shares from Spotlight Stock Market.
Offer document and supplement
On June 17, 2025, BidCo published an offer document relating to the Offer (the "Offer Document"). Additionally, BidCo published a supplement to the Offer Document on 24 July 2025, due to the publication of Everysport Group's interim report for the period 1 April – 30 June 2025, which was published on 24 July 2025 (the "Supplement"). The Supplement forms part of, and should be read in conjunction with, the Offer Document. The Offer Document and Supplement are available in Swedish on the webpage for the Offer (https://www.vorward-offer.com/).
Applicable law and disputes
The Offer, as well as any agreements entered into between BidCo and the shareholders of Everysport Group relating to the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arise in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.
The takeover rules for certain trading platforms issued by the Swedish Corporate Governance Board (the “Takeover Rules”) and the Swedish Securities Council’s statements and rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer including, where applicable, the Swedish Securities Counsil’s interpretation and application of the Swedish Securities Council’s interpretation of the Swedish Industry and Stock Exchange Committee’s (Sw. Näringslivets Börskommitté) former rules of public offers, are applicable to the Offer.
Advisors
MAQS Advokatbyrå AB and Advokatfirman DLA Piper Sweden KB are acting as legal advisors to BidCo in connection with the Offer and Avanza Bank AB (publ) is acting as financial advisor to BidCo in the Offer.
Information about the Offer
Information about the Offer is made available at https://www.vorward-offer.com.
For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.
For additional information, please contact:
Hannes Andersson
Tel: +46 070-736 56 25
E-mail: hannes@anderssongroup.se
The information in this press release was submitted for publication by Vorward Partners AB (formerly Goldcup 37526 AB) in accordance with the Takeover Rules. The information was submitted for publication on 1 August 2025 at 18:30 (CEST).
Important information
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail. The Offer is not being made, directly or indirectly, in or into United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Koreaor in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. This press release is not being, and must not be, sent to shareholders with registered addresses in United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea. Banks, brokers, dealers and other nominees holding shares for persons in United States of America (including its territories and possessions), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea must not forward this press release, or any other document received in connection with the Offer to such persons.
In the United Kingdom, this communication and any other offer documents relating to the Offer is/will be directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). No communication in respect of the Offer must be acted on or relied on by persons who are not Relevant Persons. The Offer, any investment or investment activity to which this communication relates is/will be available only in the United Kingdom to Relevant Persons and will be engaged in only with Relevant Persons.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the 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 BidCo and Everysport Group. Any such forward-looking statements speak only as of the date on which they are made and BidCo 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. Avanza are acting for BidCo and no one else in connection with the Offer and will not be responsible to anyone other than BidCo for providing the protections afforded to clients of Avanza, or for giving advice in connection with the Offer or any matter referred to herein.
[1] Vor Private Opportunities SPC – Segregated Portfolio Five, being a segregated portfolio of Vor Private Opportunities SPC, a segregated portfolio company established under the laws of the Cayman Islands, with its registered office at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands (“Vor SPC5”).
[2] Vor Opportunities Master Fund, registration number 332012, a master fund organized under the laws of the Cayman Islands with its registered address at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (“VOF”).
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