Soltech Energy acquires Sesol, gains Nordic Capital as largest shareholder and presents preliminary figures for April and May
As part of the ongoing consolidation of the solar energy industry, Soltech Energy Sweden AB (publ) (“Soltech” or the “Group”) has signed an agreement to acquire 100 percent of the shares in the solar energy company Sesol Group AB (“Sesol”) from Nordic Capital. The purchase price will be paid with newly issued shares in Soltech, which means that Nordic Capital will own approximately 30 percent of the shares in Soltech after the transaction and Nordic Capital will thus become the largest shareholder in Soltech. The acquisition is subject to regulatory approvals and resolutions by an Extraordinary General Meeting in Soltech. Soltech has conducted a due diligence review of Sesol in connection with the transaction. Soltech has also commissioned Nordic Capital to conduct a due diligence review of Soltech. In this process, Nordic Capital has taken part of Soltech’s preliminary net sales for April and May, which amounts to SEK 264 million, and Soltech’s preliminary EBITDA for April and May, which amounts to SEK -19 million. Following the completion of the acquisition, which is expected to take place during the third quarter of 2025, Soltech intends to carry out a new share issue with preferential rights for existing shareholders of approximately SEK 335 million, subject to approval by an Extraordinary General Meeting (the “Rights Issue”). These funds will be used to develop existing business areas, accelerate synergy effects, profitability initiatives and potential acquisitions. The terms and conditions of the Rights Issue will be communicated prior to the launch of the Rights Issue and notice of an Extraordinary General Meeting will be given separately. Nordic Capital has undertaken to subscribe for its pro rata share of the Rights Issue corresponding to approximately SEK 100 million and has also provided an underwriting guarantee corresponding to an additional SEK 50 million. Through the acquisition and the Rights Issue, a new industry leader is created with the ability to accelerate the development of the market for solar energy and energy storage in Sweden and other markets.
Background and motive
Soltech is a full-service supplier with market-leading competencies in solar energy, batteries, charging infrastructure, advanced energy storage solutions with associated smart control and electrical technology, as well as in the façade and roofing contracting industries. The Group owns 19 operating companies with operations in Sweden, Spain and the Netherlands. In recent years, the consumer market in solar energy has been challenging and the conditions for consolidation in the market are considered good. The transaction means that Soltech will own 100 percent of the shares in Sesol, which is one of Sweden’s largest companies in solar energy for the consumer market. Sesol will thus have a natural home in the Soltech Group as Soltech’s 20th operating subsidiary.
Sesol is primarily active in solar energy in the consumer market in Sweden and Norway. The acquisition contributes to strengthening Soltech’s presence in the Swedish solar energy market, primarily in the consumer and agricultural segments. The acquisition also enables significant synergy effects in areas such as purchasing, premises and sales. As a result of the acquisition, Nordic Capital will[1] become Soltech’s largest shareholder.
Following the completion of the acquisition of Sesol and the contemplated Rights Issue, a strong financial position will be created that provides stability and competitive advantages for the Group’s subsidiaries to act as long-term and secure business partners for customers and suppliers. During the autumn of 2025, a review of the Group’s strategy and financial targets will be carried out. Nordic Capital intends to be represented on Soltech’s Board of Directors after the transaction has been completed and to support the company’s continued development.
Completion of the acquisition of Sesol
The acquisition is made through Soltech acquiring all shares in Sesol for a purchase price of approximately SEK 117,067,262. The entire purchase price will be offset against new shares in Soltech, which will be issued at a subscription price of SEK 2,065 per share, meaning that Nordic Capital will after the transaction own approximately 56,691,168 shares in Soltech and thus become its largest shareholder with approximately 30 percent of the outstanding shares and votes.
The completion of the transaction is subject to regulatory approvals from the Swedish Competition Authority and the Inspectorate for Strategic Products, as well as to the shareholders of Soltech resolving at an Extraordinary General Meeting to issue the shares that shall constitute payment for the shares in Sesol and to the election to Soltech’s Board of Directors of two Board members nominated by Nordic Capital. The transaction is expected, subject to these approvals, to be completed in the third quarter of 2025.
The Rights Issue
In order to strengthen Soltech’s financial position and develop existing business areas, accelerate synergy effects and profitability-driving measures, Soltech intends to, after the completion of the acquisition of Sesol, carry out a new share issue with preferential rights for existing shareholders of approximately SEK 335 million (before transaction costs). Subject to completion of the acquisition of Sesol, Nordic Capital has undertaken to subscribe for its pro rata share of the Rights Issue corresponding to approximately SEK 100 million and has also provided an underwriting guarantee corresponding to an additional SEK 50 million.
If additional guarantee commitments are obtained by Soltech and compensation is paid to such guarantors, Nordic Capital will be entitled to half of the level of compensation paid to other guarantors, as a percentage of the guaranteed amount, for its guarantee commitment.
Complete terms and conditions for the Rights Issue will be announced prior to the launch of the Rights Issue. The Rights Issue will be carried out on market terms, which is expected to correspond to a TERP discount of approximately 35 percent in relation to the share price at the launch of the Rights Issue.
Lock-up commitments
In connection with the transaction, Nordic Capital has entered into a lock-up undertaking, with customary exceptions, regarding the shares acquired in connection with the divestment of Sesol and participation in the Rights Issue. The commitment is valid for 18 months from the completion of the divestment of Sesol. Stefan Ölander (Chairman), Patrik Hahne (CEO), Niclas Lundin (CFO) and Oscar Nelson (COO) have entered into substantially similar undertakings, with customary exceptions, regarding their respective shareholdings in Soltech and intend to participate in the Rights Issue.
Exemption from mandatory bid
Nordic Capital has, through the ruling AMN 2025:27, been granted an exemption from the mandatory bid obligation that could arise from Nordic Capital subscribing for shares in Soltech in connection with the divestment of Sesol, participating in the Rights Issue with its pro rata share and possibly fulfilling its guarantee commitment. The exemption is conditional upon the shareholders of Soltech being informed of the maximum amount of capital and voting rights that Nordic Capital can receive through the divestment of Sesol and the participation in the Rights Issue with its pro rata share and any fulfilment of its guarantee commitment, and that the resolution of the general meetings is supported by shareholders representing at least two-thirds of the both the votes cast and the shares represented at each meeting, excluding shares held and represented at each meeting by Nordic Capital. Nordic Capital currently does not own any shares in Soltech. Nordic Capital could, through the issue of shares that constitute payment for the shares in Sesol, achieve the highest possible ownership in Soltech of approximately 30 percent of the shares and votes.
Extraordinary General Meetings
Soltech’s acquisition of Sesol and the Rights Issue are subject to approvals from Extraordinary General Meetings in Soltech, which will be convened separately. Resolution on issue of shares to Nordic Capital in connection with the divestment of Sesol and election of members of the Board of Directors nominated by Nordic Capital and the resolution on the Rights Issue are intended to be made at two separate general meetings in order for the shareholders, in accordance with the terms of Nordic Capital’s exemption from the mandatory bid obligation, to be informed of the maximum amount of capital and voting rights that Nordic Capital can receive through the divestment of Sesol and the participation in the Rights Issue with its pro rata share and any fulfilment of its guarantee commitment prior to the respective issue decision being made.
Soltech’s Board of Directors recommends the company’s shareholders to vote in favour of the resolutions at these Extraordinary General Meetings and Stefan Ölander (Chairman), Patrik Hahne (CEO), Niclas Lundin (CFO) and Oscar Nelson (COO) have also undertaken to participate in and vote in favour of the relevant resolutions at the Extraordinary General Meetings.
The impact of the acquisition on Soltech’s financial position
Soltech’s reported sales in 2024 amounted to SEK 2,406 million and EBITDA to SEK 197 million. Sesol operates mainly in the consumer market for solar energy and has since its establishment in 2019 reported high growth and profitability until 2023. Sesol’s market was characterized by rapid technological development and a sharp decline in 2024 as a result of a dismantling of tax incentives, falling electricity prices, higher interest rates and a generally weak economy. In 2024, Sesol embarked on a transformation journey with several cost-cutting initiatives, including a reduction in the workforce from approximately 1,100 people at the beginning of 2024 to approximately 300 employees today. The number of local offices in Sweden has decreased from 14 to 9 during the same period. Sesol’s reported sales in 2024 amounted to SEK 728 million and EBITDA to SEK -613 million. The reported results in 2024 do not fully reflect the company’s cost-cutting initiatives. Together with several additional initiatives that have been implemented in 2025, operating expenses are expected to decrease by more than 60 percent. The company is expected to reach profitability in 2026 as a result of the significant restructuring and cost reduction that is taking place in the company today. Soltech’s acquisition of Sesol also enables significant synergy effects in areas such as purchasing, premises and sales. Preliminary synergy effects from the transaction are estimated to amount to more than SEK 100 million and these are expected to contribute positively to the Group’s earnings and financial position in 2026. When Soltech takes over as owner of Sesol, the company will be debt-free and with available cash to manage ongoing initiatives.
Patrik Hahne, CEO of Soltech:
– I would like to warmly welcome Sesol to the Soltech Group. The solar energy industry is in need of consolidation and Sesol, which is one of Sweden’s leading companies in solar energy for the consumer market, fits very well with Soltech’s operations in solar energy. We have also communicated for several years that we strive to bring in a strong principal owner alongside our broad group of private individuals as shareholders, we are therefore proud and happy that Nordic Capital now comes in as the largest shareholder and supports us on our journey and I look forward to working together to take our business to new heights.
Thomas Mejdell, Managing Director, Nordic Capital Advisors:
– Soltech and Sesol complement each other well in terms of both service offering and geographical coverage, and Sesol will have a natural home at Soltech together with the Group’s companies in solar energy for consumers. Soltech has built a business in solar energy and related products and solutions such as charging infrastructure, energy storage and balancing services, which are an important part of society’s ability to manage the climate and energy transition. Together, they will form the market leader that the industry needs with the goal of continuing to develop and contribute to the energy transition. Nordic Capital looks forward to supporting the company’s continued development and strategy going forward with the goal of becoming an industry leader in the sector with good profitable growth.
Marc Hoffmann, CEO of Sesol:
– We are very happy to be part of a larger context. Together, we will make solar and energy storage cheaper, better and more accessible to households and other property owners. As part of the Soltech Group, we will be an even stronger enabler for our customers to contribute to the green transition through sustainable and modern solutions.
About Sesol
Sesol is one of Sweden’s leading suppliers of solar energy installations and offers solutions across the entire value chain, from first customer contact, through planning to finished installation. Sesol’s internal team consists of sales teams, project managers and installation teams. The company delivers solar installations with the highest customer satisfaction in focus. For more information, see www.sesol.se.
About Nordic Capital
Nordic Capital is a leading sector-specific private equity investor with a clear focus on creating stronger and more sustainable companies through operational improvements and transformative growth. Nordic Capital focuses on selected regions and sectors where the company has deep experience and a long history. Focus sectors are Healthcare, Technology and Payments, Financial Services and Services & Industrial Technology. Since its inception in 1989, Nordic Capital has invested approximately EUR 28 billion in 150 investments. Nordic Capital’s most recent funds are Nordic Capital XI with EUR 9 billion in committed capital and Nordic Capital Evolution II with EUR 2 billion in committed capital, mainly from international institutional investors such as pension funds.
Nordic Capital Advisors has local offices in Sweden, the UK, the US, Germany, Denmark, Finland, Norway and South Korea. For more information about Nordic Capital, visit www.nordiccapital.com.
About Soltech Energy Sweden AB (publ)
Soltech Energy is a full-service provider with market-leading expertise in solar energy, electrical engineering, façade, roofing, charging infrastructure and advanced energy storage solutions with associated smart control. Soltech Energy Sweden AB (publ) is traded on Nasdaq First North Growth Market under the ticker SOLT. The company’s Certified Adviser is DNB Carnegie Investment Bank AB. For more information, see: https://soltechenergy.com/
Counsellor
Snellman Advokatbyrå AB is legal advisor to Soltech in connection with the acquisition of Sesol and the Rights Issue. Gernandt & Danielsson Advokatbyrå KB is acting as legal advisor to Sesol and Nordic Capital in connection with the sale of Sesol. Swedbank AB (publ) is acting as Sole Global Coordinator and Bookrunner in connection with the Rights Issue.
[1] Through the company controlled by Nordic Capital, Artim Balance BidCo AB, which is ultimately owned by Nordic Capital Fund XI. Nordic Capital Fund XI refers to Nordic Capital Fund XI Limited, which acts as general partner for Nordic Capital XI Alpha, LP and Nordic Capital XI Beta, LP, together with related investment companies.
