Core Viewpoint - Nilfisk Holding A/S has published a Board Statement regarding the voluntary takeover offer from Freudenberg Home and Cleaning Solutions GmbH to acquire all issued and outstanding shares of Nilfisk, excluding treasury shares and shares held by the Offeror [1][5]. Company Overview - Nilfisk was founded in 1906 and is a leading global provider of professional cleaning equipment and services, with over 90% of sales directed to professional markets [3][4]. - The company operates in more than 100 countries and has six manufacturing sites located in the US, Mexico, Hungary, Italy, and China [4]. - In 2024, Nilfisk generated revenue of 1,027.9 million EUR, with the largest market being the US, accounting for 28% of total revenue, followed by Germany (14%), France (10%), Denmark (7%), and the UK (4%) [4]. Offer Details - The Board Statement has been prepared in both Danish and English, with the Danish version prevailing in case of discrepancies [2]. - The Offer is subject to certain restrictions and is available on Nilfisk's investor website [2].

Company Overview - Nilfisk Holding A/S is a leading global provider of professional cleaning equipment and services, founded in 1906 by Danish engineer P.A. Fisker [4] - The company generates over 90% of its sales from professional markets, with the remainder from consumer products such as floorcare equipment and vacuum cleaners [4] - Nilfisk operates in more than 100 countries and has six manufacturing sites located in the US, Mexico, Hungary, Italy, and China, employing approximately 4,500 people [5] Financial Performance - In 2024, Nilfisk reported revenue of €1,027.9 million, with the largest market being the US, accounting for 28% of total revenue, followed by Germany (14%), France (10%), Denmark (7%), and the UK (4%) [5] Takeover Offer - On December 11, 2025, Nilfisk announced an agreement with Freudenberg Home and Cleaning Solutions GmbH to make an all-cash voluntary recommended public takeover offer at a price of DKK 140 per share [1] - The offer document, including an acceptance form, has been approved by the Danish Financial Supervisory Authority [1][2] - The Board of Directors of Nilfisk will issue a statement regarding the offer, advising shareholders to read both the offer document and the board statement before making a decision [2]

Core Insights - Nilfisk reported a revenue of 238.7 million EUR in Q3 2025, reflecting an organic growth of 2.1% compared to a decline of 0.8% in Q3 2024 [2][4] - The company experienced growth in its Professional Business across all regions, with EMEA achieving organic growth for the seventh consecutive quarter and APAC for the third consecutive quarter [1][5] - Despite external headwinds such as tariffs and reduced end-user demand impacting margins, Nilfisk maintained steady operational performance and improved free cash flow [2][8] Financial Performance - Revenue for Q3 2025 was 238.7 million EUR, down from 240.6 million EUR in Q3 2024 [2] - Gross margin decreased to 41.2% from 42.4% year-over-year, influenced by high tariffs and softer demand [8] - EBITDA before special items was 30.1 million EUR, with a margin of 12.6%, slightly down from 12.8% in the previous year [2][8] - Free cash flow increased to 10.5 million EUR, up by 3.1 million EUR compared to Q3 2024 [10] Regional Performance - EMEA region showed limited organic growth of 0.1%, while the Americas grew by 4.3%, recovering from a negative growth of 10.5% in Q3 2024 [7] - APAC region reported strong organic growth of 7.9%, a significant improvement from a negative growth of 6.0% in the same quarter last year [7] - The Professional Business in EMEA saw slight growth, while the Service Business experienced strong growth [6][7] Business Segment Analysis - The Professional Business achieved organic growth of 3.5%, driven by Floorcare and Vacuum cleaners [6] - The Service Business recorded strong organic growth of 5.0%, particularly in EMEA and Americas [6] - The Specialty Business faced a decline of 7.7% in organic growth, primarily due to a slowdown in Germany and the Americas [6] - The Consumer Business saw a significant decline of 13.0% in organic growth, mainly due to reduced volume in High-pressure washers across European markets [6] Special Items and Costs - Special items in Q3 2025 amounted to 47.4 million EUR, an increase from 1.2 million EUR in Q3 2024, reflecting strategic decisions and restructuring costs [9] - Overhead costs decreased to 84.2 million EUR from 87.6 million EUR year-over-year, resulting in an improved overhead cost ratio of 35.3% [2][8] Financial Outlook - For the remainder of 2025, organic growth is expected to be around 1%, with the EBITDA margin before special items projected to be between 13% and 14% [3] - The financial outlook incorporates the reclassification of profit from associates into operating profit, positively impacting EBITDA before special items [3]