Rush Factory has signed today, December 5, 2024 Sunborn Oy:n, PM Ruukki Oy:n, Jerovit Investment Oy:no, yes Oy Haapalandia Invest Ltd with a conditional share exchange agreement, according to which it acquires Sunborn International Holding Oy(SBIH) with a share exchange
SBIH is a company operating in the accommodation sector, which develops and owns yacht hotels and other floating structures and offers hotel services in them.
When the share exchange takes place, Rush Factory will expand its business to SBIH’s business. Listing on the Nasdaq First North Growth Market Finland is a key part of SBIH’s growth strategy, as it enables more efficient acquisition of capital to scale SBIH’s business.
Implementation of the share exchange requires its approval at an extraordinary general meeting with a majority of two-thirds of the votes cast and the shares represented.
Rush Factory’s extraordinary general meeting to decide on the share exchange will be held in February 2025. At the extraordinary general meeting, a new board of directors will also be appointed for the company, after which a new management team will be appointed for the company.
In addition, Rush Factory’s articles of association will be proposed to be changed so that in the future the Company’s name will be Sunborn International Oyj, its registered office will be in Helsinki, and its industry would be changed to include SBIH’s industries as well.
Rush Factory will acquire all of SBIH’s shares through an arrangement in which SBIH’s shareholders will be directed to a share issue of approximately 562,072,165 shares at a subscription price of approximately EUR 0.1532. The subscription price of the shares is paid in the form of SBIH’s shares.
The calculated value of SBIH’s share stock has been determined in the share exchange to be 86.1 million euros, assuming that certain individual and independently operating investors, who use the title Active Owner, will invest a total of 11.8 million euros in SBIH before the share exchange is carried out.
The value of Rush Factory’s stock is set at one million euros in the Stock Exchange.
“The planned share exchange together with Sunborn International Holding Oy enables the Rush Factory story to continue. Our financial situation will stabilize and Rush Factory’s business will expand into the hotel and floating structures market, which has attractive growth potential”, CEO of Rush Factory Mika Metsämäki says in the announcement.
Markku KankaalaPM Ruukki’s CEO and chairman of the board describes the group of activist owners
“We are circular economy entrepreneurs of a listed company. In this arrangement, we bring together an entrepreneur-led listed company that has run into difficulties and a family business seeking strong growth on the international market. All three of us are united by entrepreneurship, which includes both ups and downs. The arrangement between Rush Factory and Sunborn International, which is being announced now, belongs to the festive moments of entrepreneurship,” says Kankaala.
The intention is to grow yacht hotel operations
“The Sunborn International group’s business has been developed as part of our family’s group for two decades. We represent the know-how belonging to the Finnish maritime cluster in business, which is completely international and independent of individual market areas”, says Sunborn International Holding CEO and Chairman of the Board Hans Niemi.
According to Niemi, Sunborn’s goal is to grow the business strongly by bringing the first carbon-neutral yacht hotels to London and North America within just over two years.
“We are also constantly negotiating new locations for yacht hotels and in the future also for other floating structures designed by the company worldwide. The listing of our shares is a natural continuation of our growth path, and it enables the financing of the necessary investments. At the same time, it creates a significant opportunity for the shareholders of the new Sunborn International group to develop the value of their investment.”