Investor relations
Reverse Takeover 2025
The Transaction in Brief
- Magnasense AB (”Magnasense” or the ”Company”) has entered into an agreement with the shareholders of Subgen AI Limited, registration number 15374966, (“Subgen”) regarding a reverse takeover (the “Transaction”) of Subgen.
- Through the Transaction and the associated spin-off of the operations conducted by Magnasense, the Company’s operations will consist of the operations currently conducted by Subgen together with its subsidiaries. Following the Transaction, Subgen’s shareholders will represent approximately 98 percent of the total number of shares and Magnasense will represent approximately 2 percent of the total number of shares in the Company, including Atlas after conversion of its claims.
- Subgen is valued at EUR 200 million in the Transaction, and Magnasense is valued at approximately EUR 4.1 million.
- The Transaction will entail a significant change in Magnasense's operations, a so-called “change of identity”. Due to this, Magnasense has applied for continued listing of the Company’s ordinary shares on Nasdaq First North Growth Market. As announced by Magnasense on October 29 2025, Nasdaq Stockholm has approved the application conditional upon customary conditions being met.
- The Company has convened an Extraordinary General Meeting to be held on 5 November 2025 to resolve on approval of the Transaction, issue of consideration shares, amendments to the articles of association, election of new Board members, and other resolutions that follow from the Transaction.
- A Company Description has been prepared in connection with the Transaction and includes information about, inter alia, Subgen, the Transaction and its consequences for the Company.
Background and Motive
Subgen is an enterprise artificial intelligence company dedicated to accelerating secure and sovereign generative AI adoption in large organizations and government agencies. The Company’s flagship offering, Serenity Star, is an AI-as-a-Service (AIaaS) platform that unifies centralized model management, agent-driven workflows and real-time performance monitoring. Serenity Star provides access to over one hundred large-language models, including both proprietary Subgen models and best-in-class third-party engines, alongside built-in security and compliance controls that satisfy the strictest regulatory regimes in finance, healthcare and government.
To support its software offering, Subgen holds a controlling interest in Substrate Artificial Intelligence, S.A. (“Substrate AI”), which has been listed on BME Growth in Spain since May 2022. Substrate AI serves as a holding company for the group’s infrastructure ventures and leads the roll-out of next-generation AI factories. The first of these is the Talavera de la Reina data center, developed with a EUR 20 million government grant and optimized for low-latency, sovereign compute. Over the next five years, Subgen intends to bring a total of 50 megawatts of AI-optimized capacity into operation across Europe, ensuring clients benefit from proximity compute, predictable performance and full data sovereignty.
A Nasdaq First North Growth Market listing through the reverse takeover will provide Subgen with access to the Nordic capital market and a broad investor base in Sweden and the wider Nordic region. This listing will also strengthen the Company’s visibility among enterprise and government customers that demand data sovereignty and regulatory compliance, provide liquidity to shareholders and support future growth. Subgen’s board and management view this Transaction and the subsequent listing as a pivotal milestone for delivering sustained long-term value to clients, partners and investors.
