Multiconsult and Rejlers Agree Cross-Border Merger to Create Nearly 8,000-Person Nordic Consultancy

Multiconsult ASA and Rejlers AB have agreed to a cross-border merger of equals that would create a Nordic engineering and consulting group with 7,731 employees based on second-quarter 2026 figures. Multiconsult shareholders would own 54% of the new group and Rejlers shareholders 46%, with the business operating under the name Multiconsult Rejlers.

The legal structure puts Rejlers in the surviving-company position and Multiconsult as the transferring company. Each Multiconsult share would be exchanged for 0.9725 newly issued Rejlers class B shares. The group is planned to remain listed on Nasdaq Stockholm and also trade on Euronext Oslo Børs, with its headquarters in Stockholm and a main office in Oslo.

In its September 7 merger announcement, Multiconsult said the businesses generated preliminary aggregate revenue of SEK 11.662 billion and adjusted EBITA of SEK 795 million for the 12 months ended June 30, 2026. The resulting adjusted EBITA margin was 6.7%. The companies cautioned that those figures are illustrative, have not been prepared as IFRS pro forma financial information and have not been audited or reviewed by their auditors.

Share exchange gives Multiconsult holders 54% of the new group

The 0.9725 exchange ratio is close to the 45-day volume-weighted average share prices of the two companies through September 2, adjusted using the September 2 currency rate, according to the merger release. Compared with the September 4 closing prices, the agreed share exchange represents a 1.7% premium for Multiconsult and a 2.0% discount for Rejlers. Multiconsult holders would receive Rejlers class B shares rather than cash.

Rejlers’ existing class structure would remain in place. Its listed class B shares carry one vote each, while the unlisted class A shares carry 10 votes each. A planned post-merger share exchange between Stiftelsen Multiconsult and Jangunnar AB, a company owned by Peter Rejler and his siblings, would leave Stiftelsen Multiconsult with about 11% of the share capital and 12% of the votes. The Rejler family is expected to hold about 8% of the share capital and roughly 25% of the voting rights.

The planned class A exchange affects the relative voting power of the two long-term shareholder groups rather than the 54%-46% allocation of the new group’s share capital between existing Multiconsult and Rejlers shareholders. Peter Rejler and Stiftelsen Multiconsult have also entered into a shareholder agreement covering board representation and mutual consent on specified matters, including a change of the new group’s name, a sale of a material part of the business, delisting from either exchange and issuance of new class A shares outside certain rights issues. The companies said this coordination arrangement does not itself give either party a veto right.

Only whole Rejlers class B shares would be delivered to Multiconsult holders. Fractional entitlements are expected to be pooled, with the corresponding shares sold on Nasdaq Stockholm and/or Euronext Oslo Børs and the net cash proceeds distributed proportionally to the affected shareholders.

Scale, geographic reach and cost savings underpin the merger plan

The strategic case rests heavily on geography. Multiconsult has its strongest position in Norway, while Rejlers is larger in Sweden and also has a substantial Finnish business. Management expects the new group to have about 3,700 employees in Norway, 2,100 in Sweden, 1,000 in Finland and 100 in Denmark, plus about 400 in Poland, 300 in the United Arab Emirates and around 60 across India and the United Kingdom.

A separate Rejlers overview of the planned merger says the existing local brands are expected to be retained to a large extent. Rejlers Norway is planned to move into the Norway segment, Iterio into Sweden, and Multiconsult Poland into Finland & International, while Architecture would operate as a separate segment. Rejlers said those organizational changes are planned for implementation during 2027.

The companies estimate annual cost synergies of about SEK 100 million to SEK 120 million once the full effect is reached within three years. They expect savings from areas including IT, procurement, administrative functions, audit and optimization of the office network, with one-off integration costs estimated at about SEK 40 million. Management also said the organizations are expected to be preserved to a large extent because the main commercial rationale is to accelerate growth and pursue revenue synergies rather than rely primarily on cost cutting.

For the 12 months through June, the preliminary figures put Multiconsult at SEK 6.767 billion of comparable revenue and Rejlers at SEK 4.895 billion. Adjusted EBITA was SEK 428 million for Multiconsult and SEK 367 million for Rejlers. Multiconsult Rejlers intends to adopt targets of 10% annual revenue growth and a 10% EBITA margin, although the companies said the final definition of those targets will be presented later. They also estimate a market capitalization of close to SEK 8 billion for the new group.

Rejlers President and CEO Viktor Svensson is slated to become president and CEO of Multiconsult Rejlers, with Kristin O. Augestad as deputy CEO and head of Norway. Multiconsult separately appointed Augestad as interim CEO with immediate effect on September 7. Karsten Warloe and the board agreed that he would leave the CEO role after the merger process materially changed the circumstances in which he had been appointed.

Shareholder votes and competition clearances come next

The merger still requires shareholder approval at extraordinary general meetings expected on October 19. Each company needs a two-thirds majority in both share capital and votes. Voting undertakings in favor of the merger cover 37% of Multiconsult’s share capital and votes and, at Rejlers, about 18% of the share capital and approximately 51% of the votes. Rejlers also said Nordea Fonder, Lannebo Fonder and Carnegie Fonder, representing about 31% of its share capital and 19% of its votes, are supportive of the merger.

Regulatory approvals are another condition. The companies expect merger-control reviews by the Norwegian Competition Authority, the Swedish Competition Authority and Poland’s Office of Competition and Consumer Protection. Depending on applicability, Swedish foreign-direct-investment screening may also be required. Completion also depends on the necessary corporate-register confirmations, listing approvals, any required prospectus process and the absence of specified legal or material adverse impediments.

Multiconsult and Rejlers expect the merger to complete in late 2026 or early 2027, followed by the first day of trading for Multiconsult Rejlers on Euronext Oslo Børs. The merger plan provides that it will cease to have effect if the conditions have not been satisfied and completion has not occurred by June 30, 2027, where the remaining condition is of material importance. The next scheduled decision point is the October 19 shareholder votes, while the companies work through the competition and other regulatory filings needed for closing.