This announcement is not an offer, whether directly or indirectly, in Australia, Hong Kong, Japan, Canada, New Zealand, United States, South Africa, Russia, Belarus, Singapore 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 Offer Document.
MÖLNDAL, Sweden, Oct. 1, 2026 /PRNewswire/ — On 1 October 2026 VLRS GRP BidCo AB1 (“Volaris BidCo“), a company indirectly controlled by Volaris Group Inc. (“Volaris Group“), announced a recommended cash public offer to the shareholders of Triona AB (publ) (“Triona“) to tender all their shares at a price of SEK 45.5 in cash per share (the “Offer“). The shares in Triona are admitted to trading on NGM Growth Market.
The offer document relating to the Offer (the “Offer Document“) has today been published. The Offer Document is available in Swedish and English on Volaris BidCo’s website (www.volarisgroup.com/offer-information).
Pre-printed acceptance forms and pre-paid return envelopes will be distributed to shareholders of Triona whose shares are directly registered with Euroclear Sweden AB on 1 October 2026. Shareholders in Triona whose holdings are registered in the name of a nominee, will not receive a pre-printed acceptance form. Acceptances of the Offer must be made in accordance with instructions received by such shareholder’s nominee.
The acceptance period for the Offer commences on 2 October 2026 and expires at 15:00 CET on 12 November 2026. Assuming that the Offer is declared unconditional no later than on or around 12 November 2026, settlement is expected to be initiated on or around 23 November 2026.
Volaris BidCo reserves the right to extend and shorten the acceptance period, one or several times, as well as to postpone the time for settlement.
Triona’s shareholders Håkan Blomgren, Lars Wikström, Nils-Robert Persson, Mats Bayard and Hansi Henningson who together hold 980,866 shares in Triona, corresponding to approximately 17.2 per cent of the shares and votes, have undertaken to accept the Offer. For more information regarding the undertakings and the principal terms and conditions, please refer to the Offer Document.
The completion of the Offer is conditional upon, inter alia, all necessary clearances, approvals, decisions and other actions from authorities or similar, including foreign direct investment approvals, being obtained, in each case on terms which, in Volaris BidCo’s opinion, are acceptable. According to Volaris BidCo’s assessment, the Offer will require approval regarding foreign direct investment in Sweden. Volaris BidCo has commenced preparations for the filing pertaining to the Offer. Volaris BidCo expects the relevant clearance to be obtained prior to the end of the acceptance period.
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1 A private limited liability company with corporate registration number 559588-2001, domiciled in Gothenburg. |
Information about the Offer
Information about the Offer is made available at: https://www.volarisgroup.com/offer-information.
For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.
The information was submitted for publication on 1 October 2026 at 14:00 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.
This announcement is not an offer, whether directly or indirectly, in Australia, Hong Kong, Japan, Canada, New Zealand, the United States, South Africa, Russia, Belarus, Singapore or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law (the “Restricted Jurisdictions“).
The release, publication or distribution of this press release in or into jurisdictions other than Sweden may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Sweden should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in Sweden to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
This announcement has been prepared for the purpose of complying with Swedish law, the Swedish Stock Market Self-Regulation Committee’s Takeover rules for certain trading platforms (the “Takeover Rules“) and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this press release had been prepared in accordance with the laws of jurisdictions other than Sweden.
Unless otherwise determined by Volaris BidCo or required by Swedish law, the Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any use, means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this press release and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.
The availability of the Offer to shareholders of Triona who are not resident in and citizens of Sweden may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in or citizens of Sweden should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.
The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA“). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential and other effects 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”, “estimates”, “plans”, “will be” 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. Actual results and developments may differ materially from those expressed in, or implied or projected by these forward-looking statements due to many factors, many of which are outside the control of Volaris BidCo. Forward-looking statements appear in a number of places throughout this announcement and the information incorporated by reference into this announcement and may include statements regarding the intentions, beliefs or current expectations of Volaris BidCo or Triona concerning, amongst other things: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies, the expansion and growth of Volaris BidCo’s or Triona’s business operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation and industry changes on the business of Volaris BidCo or Triona. Any forward-looking statements made herein speak only as of the date on which they are announced. Except as required by the Takeover Rules or applicable law or regulations, Volaris BidCo expressly disclaims any obligation or undertaking to publicly announce updates or revisions to any forward-looking statements contained in this press release or the Offer Document to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that Volaris BidCo or Triona have made or may make.
For additional information contact: Claus Hovge Andersen, VP of M&A, Volaris Group, Claus.Andersen@volarisgroup.com, +45 2173 27 28; Christian Kehlet, M&A Director, Volaris Group, Christian.Kehlet@volarisgroup.com, +45 29 81 82 29
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