Niewiadów Polish Military Group, Inc.

Signing of a letter of intent with Grupa Niewiadów S.A.

NEWS

Signing of a letter of intent with Grupa Niewiadów S.A.

The Management Board announced that on April 16, 2025, it entered into a letter of intent with Grupa Niewiadów S.A. regarding the planned acquisition of 100% of the group’s share capital.

Go to the full report (NewConnect.pl).

The Niewiadów Group

Niewiadów S.A. Group is a Polish defense industry holding company with over 100 years of tradition. The companies belonging to the Group specialize in the production of ammunition, weapons, and military equipment, as well as in carrying out research and development projects for the defense sector.

The GNSA includes, among others, the “Niewiadów” Precision Equipment Plant, responsible for the development of a modern 155 mm artillery ammunition factory. At the end of March, Grupa Niewiadów S.A. announced via X that by the end of 2026, the factory’s production capacity would reach 120,000 rounds per year, while in 2028, three production lines are expected to produce up to 180,000 rounds per year.

Content of the letter of intent

The purpose of this document is to set forth the rules for conducting negotiations aimed at establishing the specific terms of the transaction. As outlined in the letter, Polska Grupa Militarna S.A. plans to acquire the entire share capital of Grupa Niewiadów S.A. in exchange for 100 million newly issued shares.

As part of the transaction, Polska Grupa Militarna intends to issue up to 100 million registered shares, which will be offered to existing GNSA shareholders in exchange for a contribution in kind of all shares representing the current share capital of the Niewiadów Group.

Upon completion of the transaction, the Niewiadów Group will become a wholly-owned subsidiary of Polska Grupa Militarna S.A., and its current shareholders will become majority shareholders of PGM. The parties also plan to conduct an additional public offering of shares to raise capital for the further development of the joint entity.

Terms and Conditions

The specific terms of the proposed transaction—including the share exchange ratio, legal and tax structure, and timeline—will be set forth in the proposed investment agreement and will be disclosed to the public on the date the Extraordinary General Meeting (EGM) is convened, in the form of draft resolutions and information regarding the terms of the transaction.

Immediately after signing the letter of intent, the parties will begin work on preparing the transaction, including conducting due diligence (an assessment of the financial situation) and preparing a valuation of the Niewiadów Group’s shares. The parties have also agreed on a four-month exclusivity period during which negotiations regarding the transaction will be conducted exclusively between them.

The entire acquisition process will be carried out with the support of IPOPEMA Securities S.A., acting as an advisor and investment firm

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