The Management Board of Polska Grupa Militarna S.A., headquartered in Warsaw (the Issuer), announces that on April 16, 2025, the Issuer entered into a letter of intent with Grupa Niewiadów S.A. (GNSA).
The purpose of the letter of intent is to establish the terms and conditions for negotiations aimed at determining the specific terms and conditions and completing a transaction whereby the Issuer will acquire shares representing 100% of GNSA’s share capital in exchange for newly issued shares of the Issuer. A key element of the planned transaction will be the issuance by the Issuer of up to 100,000,000 registered shares, which will be offered to the existing shareholders of GNSA in exchange for a contribution in kind in the form of shares representing 100% of GNSA’s share capital. As a result of the planned transaction, GNSA will become a wholly-owned subsidiary of the Issuer, and the existing shareholders of GNSA will become the majority shareholders of the Issuer.
In accordance with the provisions of the letter of intent, the parties also anticipate that the Issuer will conduct an additional public offering of shares. The purpose of this offering will be to raise capital for the further development of the merged entity.
The detailed terms of the planned transaction, including the final exchange ratio of GNSA shares for the Issuer’s shares, the legal and tax structure, and the detailed operational timeline of the transaction, will be set forth in the investment agreement signed by the parties and made public in the form of draft resolutions and as information regarding the terms of the transaction, on the date of convening the Issuer’s Extraordinary General Meeting (EGM).
The planned transaction will be carried out with the support of IPOPEMA Securities S.A., acting as the investment firm and advisor.
Immediately after signing the letter of intent, the parties will begin work on preparing the planned transaction, including conducting due diligence and preparing a valuation of GNSA’s shares.
Pursuant to the provisions of the letter of intent, for a period of four months from the date of its signing, the parties agreed to conduct negotiations regarding the transaction on the terms described in the letter of intent exclusively among themselves (exclusivity).
The Issuer notes that GNSA is a Polish defense industry holding company with over 100 years of tradition in the arms sector. The Group’s companies specialize in the production and supply of ammunition, weapons, and military equipment, as well as in the implementation of research and development projects for the defense sector. The Group includes, among others, Zakład Sprzętu Precyzyjnego “Niewiadów,” which is responsible for the development of a modern 155 mm artillery ammunition factory. More information about GNSA can be found at https://gnsa.com