The Fenix Outdoor Group has formally moved to Baar in Switzerland and turned into Fenix Outdoor International AG, after a series of administrative and financial changes that were set in motion about two months ago. However, the company will continue to operate from Örnsköldsvik and it remains in the hands of the Nordin family. Fenix encompasses Fjällräven, Tierra, Primus and Hanwag along with Naturkompaniet and Partioaitta, leading outdoor retailers in Sweden and Finland, among other interests.
Martin Nordin, the group's chief executive, explained that the changes were partly meant to allow a division of assets in the family. His father and the company's founder, Åke Nordin, passed away late last year. Most of the family's shares had been placed under a Swiss holding company, Nidron Holding. Martin and his two sisters, Stina von der Esch and Maja Cederwell, each held 25 percent of Nidron's shares, with the remaining 25 percent split between their nieces Charlotte and Philippa Nordin. However, Martin owns the majority of Nidron's votes. Each of the five above family members directly held smaller stakes in Fenix Outdoor as well.
The change was formally organized through an offer by Nidron on all B shares of the Fenix Outdoor Group listed on the Nasdaq OMX Stockholm stock exchange. The offer amounted to a swap, as shareholders were offered one Nidron B share for each of their Fenix B shares. Nidron was subsequently renamed and shares were listed as Fenix Outdoor International on the same Stockholm stock exchange from 26 June. The last day of trading for the previous Fenix Outdoor AB shares was 4 July.
The prospectus stated that, with a mix of A and B shares, Nidron held 57.1 percent of the Fenix group's capital and 81.1 percent of the votes. Separately, individual members of the Nordin family held 5.1 percent of the capital and 4.5 percent of the votes, which were bundled into Nidron as part of the deal. Nidron came out of the initial offer with 93.1 percent of Fenix' capital and 97.4 percent of its voting rights. After an extension of the offer period, until 4 July, Nidron held 97.0 percent of the capital and 98.8 percent of the votes. The acceptance period has been extended further to 25 July for the remaining shares. Since it owns more than 90 percent of the former Fenix, Fenix Outdoor International intends to initiate a compulsory acquisition procedure for any remaining shares to wrap up the transaction.
While the operating companies will stay put, Fenix Outdoor International could establish a handful of group functions in Switzerland, such as strategic development and corporate and social responsibility. The legal entity in Switzerland could make it easier to support international expansion and to recruit executives in the coming years. For the same purpose, Nidron will change the group's functional currency to the Euro, which is its most important sales currency.
Nordin, who is himself based in Switzerland, said the move would have little fiscal impact – in fact the group would face some extra obligations as a Swedish-based group formally under a Swiss holding company.