Methode Electronics, Inc. (NYSE:MEI) entered into a definitive agreement to acquire Nordic Lights Group Oyj (HLSE:NORDLIG) from Sponsor Fund IV KY managed by Sponsor Capital Oy, Elo Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company, Asset Management Arm, Thomasset Oy, Oy Purmo Autic Ab and others for approximately €130 million on February 28, 2023. The Offer is fully financed by a combination of cash funds available within the Methode group and debt financing provided by Methode's available credit facilities. The funds required for the financing of the Offer are available to Montana on a certain funds basis under a funding commitment from Methode, to fully finance the Offer at completion and compulsory redemption proceedings, if any. The completion of the Offer is not subject to any financing condition. The Board of Directors of Nordic Lights, represented by a quorum comprising the disinterested members of the Board of Directors, has unanimously agreed to recommend that the shareholders of Nordic Lights accept the Offer. The completion of the Offer is subject to the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror's announcement of the final results of the Offer including, among others, that approvals by all necessary regulatory authorities have been received and the Offeror having achieved acceptances in respect of more than 90% of the shares and votes in Nordic Lights. The offer period of the Offer will commence on March 15, 2023 and expire on April 14, 2023, unless the offer period is extended. As of April 17, 2023, the offer period for the Offer expired on April 14, 2023. The final result of the Offer will announce on or about April 19, 2023. As of April 18, 2023, the offer period has expired as of April 14, 2023, and the 16,873,355 shares were validly tendered, representing approximately 80.5% of the share capital of Nordic Lights. Under the terms and conditions of the offer, one of the conditions to closing is that acceptances are received in respect of more than 90% of the shares in Nordic Lights and such condition may be waived at the discretion of Methode. Based on the preliminary results, Methode has decided to waive this acceptance condition provided the final results of the offer confirm that it has been validly accepted in respect of more than 80% of the shares in Nordic Lights. Now all other conditions to closing remain satisfied (or, if applicable, waived) and the transaction became unconditional. As of May 9, 2023, the offer period has expired as of May 8, 2023, and approximately 98.9% shares were validly tendered of Nordic Lights. Methode expects to confirm the final results of the subsequent offer on May 11, 2023, and intends to acquire all of the outstanding shares of Nordic Lights by way of compulsory redemption proceedings. The Offer is currently expected to be completed during the second quarter of 2023.

The recommendation is supported by a fairness opinion from Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (“SEB”) according to which, on the date of such opinion, the Offer was fair to Nordic Lights' shareholders from a financial point of view. The Offeror has appointed Moelis & Company LLC as exclusive financial adviser, Danske Bank A/S, Finland Branch as arranger, Hannes Snellman Attorneys Ltd and Wachtell, Lipton, Rosen & Katz as legal advisers, and Hill+Knowlton Strategies as communications adviser in connection with the Offer. Nordic Lights has appointed SEB as financial adviser and Roschier, Attorneys Ltd. as legal adviser in connection with the Offer. Pekka Hiltunen of Danske Bank A/S, Finland Branch acted as financial advisor in the transaction.