Management Changes - Summa Defence's Chief Human Resources Officer Riitta Honkanen-Vaheri is leaving to become Human Resources Director at the European University Institute in Italy [1] - Hanna Korhonen has been appointed as the new Chief Human Resources Officer, bringing extensive experience from international listed companies [2][3] Merger Announcement - Meriaura Group Plc signed a conditional share exchange agreement to acquire the entire share capital of Summa Defence Oy, effective January 29, 2025 [4] - The merger aims to create a strong group focused on safety and security of supply in Finland, emphasizing dual-use technology [4] - Post-merger, Meriaura Group's shareholders will hold 11.9% and Summa Defence's shareholders will hold 88.1% in the new entity, Summa Defence Plc [4] Company Profiles - Meriaura Group operates in two business areas: Marine Logistics and Renewable Energy [6] - The Marine Logistics segment provides low-emission transport services for bulk cargo and project deliveries, particularly in Northern Europe [7] - The Renewable Energy segment focuses on clean energy systems, including solar thermal systems and high-quality solar power systems [9]

Group 1 - The execution of the acquisition of Summa Defence Oy's share capital has commenced, with a conditional share exchange agreement signed on January 29, 2025 [1] - The arrangement includes the sale of Meriaura Oy's shares to Meriaura Invest Oy and the acquisition of treasury shares from Meriaura Invest Oy, approved by the Annual General Meeting on April 24, 2025 [1] - The schedule for completing the transaction has been clarified, with ownership and financing arrangements for Aquamec Oy starting on May 30, 2025, and trading in new shares expected to begin no later than June 11, 2025 [2] Group 2 - Meriaura Group Plc operates in two business areas: Marine Logistics and Renewable Energy [3] - The Marine Logistics segment, through Meriaura Oy, provides low-emission marine transport services for bulk cargo and project deliveries, particularly in Northern Europe [3][4] - The Renewable Energy business focuses on clean energy solutions, including large-scale solar thermal systems and high-quality solar power systems for various applications [5] Group 3 - Meriaura Group's shares are listed on Nasdaq First North Growth Market Sweden and Finland under the names MERIS and MERIH, respectively [6]

Core Viewpoint - The execution schedule for the acquisition of Summa Defence Oy's share capital by Meriaura Group Plc is being postponed, with the execution now expected to take place in May 2025, pending the fulfillment of certain conditions [1][2]. Group 1: Acquisition Details - Meriaura Group Plc signed a conditional share exchange agreement on January 29, 2025, to acquire the entire share capital of Summa Defence Oy, which focuses on defense and security [1]. - The acquisition is part of a broader arrangement that includes the sale of shares in Meriaura Oy to Meriaura Invest Oy and the acquisition of treasury shares from Meriaura Invest Oy [1]. - The annual general meeting approved the arrangement on April 24, 2025, granting the Board of Directors the authority to decide on the execution [1]. Group 2: Execution Schedule - Not all conditions for beginning the execution of the arrangement have been fulfilled, leading to an update on the execution schedule [2]. - The execution is now expected to occur during May 2025, with trading in the new shares anticipated to begin on June 2, 2025, on the First North Growth Market in Sweden and Finland [2]. Group 3: Company Overview - Meriaura Group Plc operates in two business areas: Marine Logistics and Renewable Energy [3]. - The Marine Logistics segment includes Meriaura Oy, which provides low-emission marine transport services in Northern Europe, particularly in the Baltic Sea and North Sea regions [4]. - VG-EcoFuel Oy, part of the Marine Logistics business, produces biofuels from bio-oils and recycled oils [5]. - The Renewable Energy business focuses on clean energy solutions, including large-scale solar thermal systems and high-quality solar power systems through Rasol Oy [6].

Group 1: Acquisition Details - 3Lions Oy, the controlling company of Arto Räty, has acquired 106,287 shares of Summa Defence Oy at approximately 0.94 euro per share, totaling around 100,000 euros [1] - The shares acquired will be exchanged for 4,999,998 shares of Meriaura Group Oyj, subject to an 18-month transfer restriction [1] Group 2: Company Overview - Meriaura Group Plc operates in two business areas: Marine Logistics and Renewable Energy [2] - Meriaura Oy, part of the Marine Logistics business, specializes in low-emission marine transport services for bulk cargo and project deliveries in Northern Europe, particularly in the Baltic Sea and North Sea regions [3] - VG-EcoFuel Oy, included in the Marine Logistics business, produces biofuels from bio-oils and recycled oils [4] Group 3: Renewable Energy Focus - The Renewable Energy business of Meriaura Group focuses on clean energy solutions, designing and delivering clean energy production systems for industry and district heating [5] - The Renewable Energy segment includes Rasol Oy, which provides solar power systems for various applications [5] Group 4: Stock Information - Meriaura Group's shares are listed on Nasdaq First North Growth Market Sweden under the name MERIS and on Nasdaq First North Growth Market Finland under the name MERIH [6]

Core Insights - Meriaura Group's revenue for January-March 2025 increased by 20% year-on-year, reaching EUR 21.4 million, driven by growth in both Marine Logistics and Renewable Energy sectors [2][16][23] - The company announced a conditional transaction to acquire Summa Defence Oy, which will enhance its focus on safety and security supply in Finland, with the new entity named Summa Defence Plc [7][26][39] Financial Performance - Marine Logistics revenue grew by 12% to EUR 17.8 million, attributed to increased ship capacity, while Renewable Energy revenue surged by 83% to EUR 3.6 million due to a rise in project numbers [2][16][23] - EBITDA for the group improved to EUR 1.4 million, representing 6.8% of revenue, with Marine Logistics contributing EUR 2.3 million and Renewable Energy reporting a loss of EUR 0.9 million [21][22][23] - The operating result (EBIT) was slightly improved at EUR -0.1 million, with Marine Logistics showing a profit of EUR 1.0 million and Renewable Energy at a loss of EUR 1.0 million [22][23] Market Conditions - Demand for dry cargo remained stable despite weaker spot cargo demand, supported by a strong contract base [3][17] - The Renewable Energy sector faced challenges due to slow project deliveries and adverse weather conditions, impacting overall results [4][20] Strategic Developments - The acquisition of Summa Defence Oy is expected to create a robust group focused on dual-use technology, with significant growth potential in the civil and security sectors due to increased defense spending in European NATO countries [8][26] - The transaction will involve the sale of Meriaura's Marine Logistics business to Meriaura Invest Oy, with current shareholders retaining an 11.8% stake in the new company [27][39] Future Outlook - The new Summa Defence Plc is projected to have a revenue estimate of EUR 110-140 million for 2025, based on a confirmed order backlog of around EUR 200 million [29] - The completion of the transaction is anticipated by May 2025, with shares expected to trade on Nasdaq First North Growth Market [40][45]