The Board of Directors, Nilfisk’s executive management team and major shareholders (KIRKBI Invest A/S, Ferd AS and PrimeStone Capital LLP), representing 50,9% of the share capital in Nilfisk have irrevocably committed to accepting the offer subject to certain conditions. The offer price is 140 DKK per share, which reflects a 35,9% premium to the closing share price on the day prior to the announcement.

The Board of Nilfisk has unanimously decided that it intends to recommend that the shareholders accept the offer when made, a recommendation that is supported by an independent fairness opinion.

Peter Nilsson, Nilfisk's Chair of the Board of Directors, “Today, Nilfisk informs its shareholders of a planned all-cash offer of 140 DKK per share from Freudenberg. The offer is the outcome of a strategic review process initiated following an unsolicited approach to the company. The Board, with guidance from its external advisors, has conducted a careful and comprehensive evaluation. Freudenberg has consistently presented itself as a credible and strong prospective owner. Based on its overall assessment, including an independent fairness opinion, the Board intends to recommend that shareholders accept the offer. The Board considers the proposed transaction to offer attractive value and give Nilfisk a strong foundation for the future”.

The intended offer marks the conclusion of an extensive and methodical, sales process initiated about a year ago. To ensure a fully transparent process, the Board engaged an external advisor to evaluate both a standalone plan and potential alternative ownership scenarios. The board has explored multiple paths to find the best way forward for Nilfisk and the shareholders, and every indication of interest was examined in detail with regard to valuation, transaction certainty, financing, and reputability.

Morten Borge, CEO at Ferd AS, “Nilfisk has a strong industrial heritage, and we have been a committed shareholder since its IPO in 2017. We have now chosen to accept the offer. We consider the offer compelling and strategically well-founded, and we believe that the company will benefit from a private ownership structure. Freudenberg is a long-term industrial owner with the ability and commitment to continue developing the company for the benefit of all stakeholders, including customers and employees.”

A KIRKBI spokesperson said: “We are pleased to confirm our full support for the offer, which we believe provides a good opportunity for the company to continue its development under new ownership, and we would like to acknowledge the Board for overseeing a constructive and well-managed process.”

Franck Falezan, PrimeStone's co-founder and Managing Partner: “We are pleased to support the offer, which we consider financially attractive and beneficial for the company’s continued development. As shareholders, we believe the company will thrive under a private ownership structure. Freudenberg brings the long-term perspective, commitment and resources needed to strengthen the business for the benefit of customers, employees and business partners.”

A good home for Nilfisk
Nilfisk, nearing its 120th anniversary, has maintained strong standards and operational stability while navigating in an increasingly complex and changing business environment. The company’s strategy today continues to focus on a more decentralized operating model, enhanced commercial capabilities, and strengthened customer orientation.

Freudenberg is a German family-owned industrial group with a 175-year legacy, a global presence in more than 35 countries, and considerable industrial experience in adjacent sectors. The Board sees Freudenberg as a committed and capable long-term owner for Nilfisk.

The Board considers Freudenberg a well-suited future owner and home for Nilfisk where the company will join Freudenberg’s portfolio of companies, while benefiting from Freudenberg’s scale, network, and long-term ownership horizon to support the strategy and business plan.

More information:
This is a press release and not a company announcement. More information about the offer and the transaction, including Nilfisk's company announcement, as well as any future information, can be found here: https://investor.nilfisk.com

Facts about the offer:

• The offer price is DKK 140 in cash for each share in Nilfisk (the Offer Price), valuing all outstanding shares of Nilfisk at approximately DKK 3,798 million.
• The Offer Price of DKK 140 per share represents:
  • a premium of 35.9% compared to the closing price of DKK 103 on Nasdaq Copenhagen on 10 December 2025.
  • a premium of 39.8% compared to the one-month volume-weighted average share price of DKK 100.11 for the period ending 10 December 2025
  • a premium of 30.1% compared to the three-month volume-weighted average share price of DKK 107.60 for the period ending 10 December 2025
  • a premium of 35.9% compared to the six-month volume-weighted average share price of DKK 103.05 for the period ending 10 December 2025
  • a premium of 42.3% compared to the twelve-month volume-weighted average share price of DKK 98.38 for the period ending 10 December 2025
    (Source: Factset)
• Nilfisk's Board of Directors has unanimously decided that it intends to recommend that the shareholders accept the offer when made. In forming its view, the Board has considered, among other factors, the broad sales process, the attractive price compared to various historical share prices as set out above, and the independent fairness opinion. The Board will issue its formal statement on the offer after the offer document is published.
• The major shareholders, KIRKBI Invest A/S, Ferd AS and PrimeStone Capital LLP, as well as the Board of Directors and Executive Management who hold shares, have irrevocably undertaken to tender all of their shares to Freudenberg.
• The Offer will be subject to customary conditions, including a minimum acceptance threshold of +90% of all shares (excluding treasury shares).
• Freudenberg expects completion of the offer, including payment of the consideration to the selling shareholders, in the first half of 2026, subject to the receipt of all regulatory approvals and clearances.

 

Press contact
Nynne Jespersen Lee

Head of Investor Relations & Group Communications

communications.com@nilfisk.com

About Nilfisk
Nilfisk was founded in 1906 by the Danish engineer P.A. Fisker. Today, the company is a world-leading global provider of professional cleaning equipment and services. More than 90% of sales are to professional customers, while the remaining part of the business is aimed at consumers. Nilfisk’s products and services are sold in more than 100 countries and produced at 6 manufacturing sites across the globe. The company has approximately 4,500 employees and generated revenue of 1,027.9 mEUR in 2024. The largest single market is the US (28% of revenue), followed by Germany (14%), France (10%), Denmark (7%), and the UK (4%).

Disclaimer
This announcement does not constitute an offer or invitation to purchase any securities in Nilfisk or a solicitation of an offer to buy any securities in Nilfisk, pursuant to the Offer or otherwise. The Offer is made solely by means of the offer document as approved by the Danish Financial Supervisory Authority, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. The Nilfisk shareholders are advised to read the Offer and the related documents as they contain important information.

Forward looking statements
This announcement contains forward-looking statements and statements of future expectations that reflect the Company's or the Offeror’s current views and assumptions with respect to future events. Such statements are subject to known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied and that are beyond the Company's and the Offeror’s ability to control or estimate precisely. In addition to statements which are forward-looking by reason of context, forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes”, “anticipates”, “intends”, “expects”, “may”, “will”, “shall”, “potential”, “continue” and other similar expressions. The absence of such terminology does not necessarily mean that a statement is not forward-looking. Actual results, performance or events may differ materially from those statements due to, without limitation, (i) general economic conditions, (ii) future performance of financial markets, (iii) interest rate levels, (iv) currency exchange rates, (v) the behaviour of other market participants, (vi) general competitive factors, (vii) changes in laws and regulations, (viii) changes in the policies of central banks, governmental regulators and/or (foreign) governments, (ix) the ability to successfully integrate acquired and merged businesses and achieve anticipated synergies, (x) reorganisation measures, in each case on a local, national, regional and/or global basis, and (xi) litigations or other legal proceedings. The forward-looking statements included in this announcement speak only as of the date hereof.

Although the Company (and where based on statements from the Offeror, the Offeror) believes that the expectations reflected in these forward-looking statements are reasonable as of the date of this announcement, such forward-looking statements are based on the Company or the Offeror’s current expectations, estimates, forecasts, assumptions and projections about the Company's and the Offeror Group's business, Nilfisk's business and, following completion of the Offer, including settlement of the Offer in accordance with the terms and conditions as set out in the offer document, the combined Offeror Group's and Nilfisk's (the Combined Group) business and the industry in which the Offeror Group and Nilfisk operate as well as on information which the Offeror has received from Nilfisk (including with respect to forecasts prepared by Nilfisk's management with respect to expected future financial and operating performance of Nilfisk) and/or which has been extracted from publications, reports and other documents prepared by Nilfisk and/or the Offeror Group and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other important factors beyond the Offeror Group’s, Nilfisk’s and/or the Combined Group’s control that could cause the Offeror Group’s, Nilfisk’s or the Combined Group’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

Except as may be required by law or regulation, neither the Company (not the Offeror, where relevant) nor any of its advisors assume any obligation to update such forward-looking statements contained herein or to reflect any change in their respective expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based and to adapt them to future events or developments.

Restricted jurisdictions
The Offer is not being made, and the Nilfisk shares will not be accepted for purchase from or on behalf of persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction. Persons obtaining this announcement and/or into whose possession this announcement comes are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither the Company, the Offeror nor any of their advisors accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who intends to forward this announcement to any jurisdiction outside Denmark should inform themselves of the
laws of the relevant jurisdiction, before taking any action. The distribution of this announcement in jurisdictions other than Denmark may be restricted by law, and, therefore, persons who come into possession of this announcement should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.

Notice to shareholders in the United States of America
Shareholders in the United States of America (the U.S.) are advised that the shares are not listed on a U.S. securities exchange and that Nilfisk is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the SEC) thereunder. The Offer is being made to U.S. shareholders pursuant to Section 14(e) of, and Regulation 14E under the U.S. Exchange Act and on the same terms and conditions as those made to all other shareholders to whom an offer is made. Any information documents, including the offer document, will be disseminated to U.S. shareholders in English on a basis comparable to the method that such documents are provided to the other shareholders to whom an offer is made.

The Offer is being made by the Offeror and no one else. The Offer is being made to U.S. shareholders under Tier I Exemption, and otherwise in accordance with the requirements of Danish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures, waiver of conditions and timing of payments, that are different from those that would be applicable under the U.S. tender offer rules.

To the extent permitted by Danish law and practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, shares or any securities that are convertible into, exchangeable for or exercisable for such shares outside the U.S. during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Danish Law and practice. To the extent information about such purchases or arrangements to purchase is made public in Denmark, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the U.S. or other means reasonably calculated to inform U.S. shareholders of such information. In the ordinary course of business, the financial advisor to the Offeror and its affiliates may make or hold a broad array of investments including serving as counterparties to certain derivative and hedging arrangements and actively trade debt and equity financial instruments (or related derivative financial instruments) and other types of financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and financial instrument activities may involve securities and/or instruments of Nilfisk.

Notice to shareholders in the United Kingdom
The Offer has not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended from time to time). It is directed only at Relevant Persons, being (i) persons in the United Kingdom (the U.K.) who are investment professionals within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (ii) persons falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (high net worth companies, unincorporated associations, partnerships and trustees of high value trusts), (iii) persons outside the U.K., or (iv) other persons to whom it may lawfully be communicated under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. Any investment or investment activity to which the Offer relates is available only to, and will be engaged in only with, Relevant Persons. Persons who are not Relevant Persons (including, but not limited to, the general public in the U.K.) must not act on or rely upon the Offer