Ahsell launches public tender offer for Swiss Meier Tobler Group AG

The offer

Ahlsell, a leading B2B industrial distributor of technical products in the Nordics, today published a public tender offer for all of the publicly traded registered shares of Meier Tobler Group AG. The offer price is CHF 45.50 per share net in cash. The total value of the offer amounts to approximately CHF 492 million. The offer price represents a premium of approximately 30.8% over the volume-weighted average price (VWAP) of the 60 trading days prior to the publication of the offer.

Recommendation of the Board of Directors

The negotiations with Ahlsell were conducted by Alexander von Witzleben, a member of the Board of Directors of Meier Tobler. Based on a thorough review and the Fairness Opinion of IFBC, the Board of Directors unanimously recommends that shareholders accept the offer. IFBC considers the offer price to be fair and appropriate from a financial perspective. The Board of Directors explains in its report how it dealt with potential conflicts of interest.

“The offer is convincing for Meier Tobler and for our shareholders alike: the company will receive a strong owner from its own industry, and the shareholders are receiving a fair price with an attractive premium,” says Alexander von Witzleben, Member of the Board of Directors of Meier Tobler.

Reasons for the recommendation

Ahlsell is a multi-vertical specialist distributor in the Nordics, serving professional customers across industry, infrastructure and installation. The company brings a 150-year long history, financial strength and extensive experience of acquisitions and developing businesses for the long term in partnership with existing management. This provides a strong and stable foundation for Meier Tobler's continued development as part of Ahlsell.

Meier Tobler and Ahlsell are both active in the B2B sales of heating, ventilation and air conditioning products in their respective markets. With the proposed transaction, Ahlsell aims to support Meier Tobler’s long-term growth strategy through the exchange of complementary expertise and capabilities. The combination provides opportunities for both companies to improve their customer value propositions by broadening assortments and customer segments.

Both companies also share a common culture and common values. As part of the Ahlsell Group, Meier Tobler will have access to know-how and resources in digitalization and artificial intelligence and can draw on the Group’s experience with the energy transition as the decarbonization of the Swiss building stock progresses. The broader financial base creates good conditions for long-term investments.

“Ahlsell knows our business like no other company. They are a long-term strategic owner that shares our values and roots as a family business. As part of the group, we will have access to additional expertise, particularly in digitalization, product range, procurement and logistics. I am convinced that this is the right step for our employees, customers and suppliers,” says Roger Basler, CEO of Meier Tobler.

Major shareholder supports the offer

Meier Capital AG holds 58.55 % of the shares and is owned by Silvan G.-R. Meier, the Chairman of the Board of Directors. It supports the offer and has agreed with Ahlsell to tender its shares. The same has been agreed by Silvan G.-R. Meier for his directly held shares. Both will receive the same price for their shares as all other shareholders.

“This step is not easy for me. Meier Tobler bears my name, I have helped shape the company over many years, and it is painful to say goodbye. However, for me, responsibility means doing the right thing for the future of the company. Ahlsell has approached us, and like the Board of Directors, I am convinced that Meier Tobler will get the better owner with this move,” says Silvan G.-R. Meier, major shareholder and Chairman of the Board of Directors of Meier Tobler.

Future of Meier Tobler

Ahlsell sees the expertise of Meier Tobler in heat generation and climate systems, as well as its service organization, as a valuable addition to the Group. Ahlsell is looking forward to working with the existing management and aims to preserve jobs and local presence in Switzerland, as well as to support Meier Tobler in digitalization and expanding its product range.

“Meier Tobler is a strong and well-established business with an operating model that closely resembles Ahlsell’s. We share the same strong focus on our customers and recognize that our employees are key to our success. In addition, Meier Tobler brings specialist expertise that is highly complementary to our Group. We see this as an important step in our growth journey, establishing Ahlsell in the attractive Swiss market in the heart of Europe and creating a platform for continued growth, ” says Claes Seldeby, President and CEO of Ahlsell.

Conditions and schedule

The offer is subject to the conditions specified in the offer prospectus, including a minimum acceptance rate of 80% and the necessary competition and regulatory approvals. The main offer period runs from 5 November to 2 December 2026, 4 p.m. CET, and the additional acceptance period is expected to run from 7 to 18 December 2026. The new Board of Directors is expected to be elected by an extraordinary general meeting in mid-December, and the de-listing is expected to be approved by the same meeting, both with effect from the settlement of the offer. The settlement is expected in the first quarter of 2027. After the settlement, Ahlsell intends to de-list the shares of Meier Tobler from the SIX Swiss Exchange and, if the legal requirements are met, to compensate the remaining shareholders through a squeeze-out.

Documents

The offer prospectus containing the report of the Board of Directors and the Fairness Opinion are available at www.meiertobler.ch/de/ueber-uns/investoren and www.ahlsell-tender-offer.com. The prospectus can also be ordered free of charge from UBS: swiss-prospectus@ubs.com, +41 44 239 47 03.

UBS has acted as exclusive financial adviser and Bär & Karrer has acted as legal adviser to Ahlsell.

For further information please contact:

Ahlsell:
Weronica Nilsson, Head of Communication, +46 10 471 19 00, weronica.nilsson@ahlsell.se

Meier Tobler:
Martina Högger, Head of Corporate Communications +41 44 806 44 50, martina.hoegger@meiertobler.ch, meiertobler.ch/de/investoren

About Meier Tobler

The company Meier Tobler was founded in 1937. The Swiss specialist in building services technology has its headquarters in Schwerzenbach in the canton of Zurich. Meier Tobler’s shares are traded on the Swiss stock exchange SIX Swiss Exchange (symbol: MTG). Meier Tobler employs around 1,300 people in all language regions of Switzerland. Meier Tobler specializes in the areas of trade, heat generation, climate systems and service. In the trade business, Meier Tobler supplies its B2B partners with components and installation materials for heating, ventilation, air conditioning and sanitary systems. The heat generation and climate systems divisions plan and deliver energy-efficient solutions for all types of buildings to installation partners. In the service business, Meier Tobler offers 24/7 services throughout Switzerland for all delivered systems in residential and commercial construction and throughout the entire life cycle. Learn more at: www.meiertobler.ch. 

Important notices
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.

This announcement is for informational purposes only and does not constitute an offer to buy or issue, or a solicitation of an offer to sell, any registered shares or other equity securities of Meier Tobler Group AG («Meier Tobler»), nor does it constitute a prospectus or similar communication within the meaning of Articles 35 et seq. or 69 of the Financial Services Act. This announcement does not form part of the offer documents relating to the public tender offer. The complete terms and conditions of the public tender offer are set out in the offer prospectus dated 4 November 2026 (the "Offer Prospectus") of Ahlsell AB (publ) («Ahlsell» or the "Offeror"). Shareholders of Meier Tobler Group AG are urged to carefully read the Offer Prospectus and the offer documents, as they contain important information regarding the Offer. The offer documents are or will be available on the websites specified in the Offer Prospectus.

Forward-looking statements
This announcement contains forward-looking statements. Forward-looking statements are statements that do not represent historical facts or that relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be completed or that they will be completed on the expected terms. Neither Meier Tobler nor Ahlsell assumes any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.

Offer restrictions
The public tender offer (the "Offer") is not being made and will not be made, directly or indirectly, in any country or jurisdiction in which the Offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Ahlsell, a public limited liability company incorporated and existing under the laws of Sweden with its registered office in Stockholm, Sweden, or any of its subsidiaries to change or amend the terms or conditions of the Offer in any way, to make additional filings with any governmental, regulatory or other authority or to take any additional action in relation to the Offer.

It is not intended to extend the Offer to any such country or jurisdiction. Any document relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of Meier Tobler Group AG by any person or entity resident or incorporated in any such country or jurisdiction.

Reference is made to the Offer Prospectus published today for a full description of the offer restrictions.

Notice to U.S. Holders
Shareholders of Meier Tobler Group AG (the "Company") in the United States are advised that the registered shares of the Company ("MTG Shares") are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "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 by Ahlsell AB (publ) (the "Offer") will be made for the registered shares of the Company, a Swiss company whose shares are listed on SIX Swiss Exchange, and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States.

The Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, subject to the exemption provided under Rule 14d‑1(c) under the Exchange Act for a tier I tender offer (the "Tier I Exemption"), and otherwise in accordance with the requirements of Swiss law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures, waiver of conditions and timing of payments that are different from those applicable under U.S. tender offer procedures and laws. Holders of MTG Shares resident in the United States (each a "U.S. Holder") are urged to consult with their own legal financial and tax advisors (including with respect to Swiss law) regarding the Offer.

To the extent permissible under applicable law or regulations, Ahlsell and its affiliates or their brokers may from time to time purchase, or arrange to purchase, MTG Shares outside the Offer. Any such purchases will be disclosed as required by applicable law and regulation.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each holder of MTG Shares is urged to consult his or her independent professional advisor immediately regarding the tax consequences of an acceptance of the Offer.

Neither the SEC nor any securities commission of any State of the U.S. has (i) approved or disapproved of the Offer; (ii) passed upon the merits or fairness of the Offer; or (iii) passed upon the adequacy or accuracy of the disclosure in the Offer documents. Any representation to the contrary is a criminal offence in the United States.Reference is made to the offer prospectus published today for full offer restrictions and an overview of certain key differences with U.S. tender offer procedures and laws.

United Kingdom
The communication of the offer documents is not being made, and has not been approved, by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended, in the United Kingdom.

This announcement is also available in Italian, French and German. The German version shall prevail.

Press release, Stockholm 2026-11-04

About Ahlsell  
Ahlsell is the leading B2B industrial distributor of technical products and services in the Nordics and Baltics serving a broad customer base across industry, infrastructure and installation. As a multi-vertical specialist, the company has an annual turnover of around SEK 52 billion in 2025 and operates with close to 8,000 employees, 300 branches, top modern logistic centres and a well-established digital platform. Ahlsell delivers on its customer promise – to make it easier to be professional – every day, while also being a market leader with a clear vision to build a more sustainable society. Learn more at: ahlsellgroup.com.