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Nilfisk Board recommends Freudenberg takeover offer

Nilfisk Board recommends shareholders accept takeover offer from Freudenberg

The Board of Directors of Nilfisk has unanimously recommended that its shareholders accept a voluntary all-cash takeover offer from Freudenberg for all company shares.

This recommendation is based on the offer price of 140 DKK per share, representing a premium compared to historical share prices, and values Nilfisk’s share capital at approximately 3.798bn DKK. The Board notes the offer is fully financed and supported by irrevocable undertakings from shareholders representing 50.9% of Nilfisk’s share, increasing the likelihood of completion.

Peter Nilsson, Nilfisk’s Board of Directors Chair, said: “Following a comprehensive evaluation of the offer and its implications, conducted together with our advisors, the Board unanimously recommends that Nilfisk’s shareholders accept Freudenberg’s offer.

“Our recommendation is based on the attractive all-cash offer price, which is supported by an independent fairness opinion, the high degree of transaction certainty, and the support expressed by major shareholders and the Executive Management. In addition, we see a strong strategic and cultural fit between the two companies, which makes this a compelling offer for Nilfisk’s shareholders.”

Prior to Freudenberg’s intention to make the offer, the Board, prompted by an unsolicited approach by a third party, conducted a competitive and structured process in spring 2025 to assess Nilfisk’s strategic options. This process included a review of Nilfisk’s standalone plan as well as a range of potential ownership structures and strategic alternatives, supported by external advisors.

Following this process and subsequent negotiations, the Board concluded that the offer from Freudenberg represents the result of an extensive and meticulous due diligence and negotiation process, where the Board has worked to secure improved terms and conditions. In the Board’s view, the offer now presented to Nilfisk’s shareholders represents the most attractive outcome.

In accordance with applicable takeover regulations, the Board has reviewed and analysed Freudenberg’s offer and assessed the advantages and disadvantages of the offer for Nilfisk’s shareholders. This assessment includes the financial terms, Freudenberg’s stated plans for Nilfisk, potential consequences for employees and the overall certainty of completing the transaction.

The Board has welcomed Freudenberg’s stated commitments regarding employee continuity, company culture and intention to further develop Nilfisk. While the Board believes Nilfisk can continue to operate successfully as a standalone company, it also recognises the proposed change of ownership may create strategic benefits and further reinforce Nilfisk’s position as a global leader in its field.

The offer period is expected to expire on 18 February 2026, unless extended. Shareholders are being encouraged to carefully review the terms and conditions of the offer and the implications of both accepting and not accepting the offer before making their decision. Freudenberg expects completion of the offer, including consideration to the selling shareholders, in the first half of 2026 subject to receipt of all regulatory approvals and clearances.

Founded in 1906 by Danish engineer P.A. Fisker, Nilfisk is a leading global provider of professional cleaning equipment and services. Nilfisk’s products and services are sold in over 100 countries and produced at six manufacturing sites across the globe, with more than 90% of its sales to professional customers. The company employs approximately 4,500 employees and generated €1,027.9m revenue in 2024.

www.nilfisk.com
www.freudenberg.com

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