H100 Acquires 2,455 Bitcoin Through Share-Based M&A Transaction

H100, Sweden's first publicly listed Bitcoin treasury company on NGM Stockholm, announced on August 10 that it has acquired 2,455.37 bitcoin through the completion of its procurement of NSD AS, bringing total holdings to 3,506.4 BTC. The transaction was settled entirely through the issuance of H100 shares with no cash payment, representing what the company characterizes as the largest M&A transaction in the European public Bitcoin equity sector and the first Bitcoin-for-Bitcoin M&A deal in public markets.

The acquisition, announced in April, was structured on a one-to-one Bitcoin-for-Bitcoin basis, meaning purchase price was determined by Bitcoin holdings rather than traditional asset and liability assessment. The deal closed at 1.0x M-NAV with a share price of SEK 1.86, calculated using a Bitcoin price of approximately $62,900. Seller promissory notes valued at roughly SEK 1.47 billion were satisfied through a set-off share issuance, creating 790,534,666 new shares valued at SEK 79,053,466.60. The newly issued shares represent approximately 70 percent of H100's total shares post-transaction and will begin trading on NGM Nordic SME.

The transaction structure preserved H100's Bitcoin exposure on a per-share basis. Satoshis per basic share remained unchanged, while satoshis for fully diluted shares increased by approximately 5 percent from 288 to 303. The target company, which operates a Bitcoin management strategy focused on capital preservation and downside-risk management, carried no outstanding financial debt through its subsidiary PDI AS.