STOCKHOLM, SWEDEN — July, 2025 — RightBridge Ventures Group AB (RBV) has signed a non-binding Letter of Intent (LOI) to execute a reverse takeover (RTO) of Swemar Invest Corp, a private maritime and defense-oriented holding company. The strategic transaction is set to radically reshape RBV’s corporate focus—transforming it from a digital and esports investment firm into a full-service player in the global maritime, offshore, and defense sectors.
The Deal in Detail
Under the terms of the proposed deal, RightBridge Ventures will acquire 100% of Swemar through the issuance of approximately 85.7 billion new RBV shares. The current shareholders of Swemar will own 98.7% of the enlarged company upon completion. In addition to shares, about 16% of the acquisition value will be financed through seller credit.
To protect existing shareholders, the agreement also includes the issuance of ten warrants per existing RBV share post-transaction. These warrants are designed to preserve value for pre-transaction investors while offering long-term upside should the new entity perform successfully after the merger.
Swemar is currently valued at approximately SEK 450 million. The RTO will be subject to shareholder approval and customary due diligence, with completion targeted for Q3 2025.
Who is Swemar?
Swemar Invest Corp is an established player in the shipyard, offshore support services, and vessel operations space. The company owns and manages a fleet of Anchor Handling Tug Supply (AHTS) vessels, and has long-term contracts with clients in the offshore energy and construction sector—including leading names such as Aramco, Saipem, NMDC Group, and Larsen & Toubro.
In addition to vessel operations, Swemar is engaged in maritime R&D and asset development, with interests in shipyard infrastructure, fabrication yards, and floating equipment servicing the Middle East, India, and Southeast Asia. The company is projected to deliver EBITDA of around USD 11 million in the first 12 months post-acquisition—making the transaction financially accretive from the outset.
Strategic Significance
For RightBridge Ventures, the merger is a transformational move. Until now, RBV had focused on esports, gaming, and media investments. The RTO will redirect the company toward industrial and maritime sectors with stable cash flows, strategic infrastructure, and scalable operations.
The RBV board stated that the acquisition “represents a natural evolution toward a robust industrial base, where long-term client contracts, international diversification, and physical assets can support shareholder value.” It is expected that the new entity will pursue additional acquisitions in shipbuilding, offshore renewables, defense logistics, and naval manufacturing.
Executive Commentary
Dagfinn Lunde, recently appointed Chairman of RBV, hailed the RTO as “the first step in establishing a strong maritime presence in Asia,” adding that the merged company would aim to become a fully integrated maritime and defense group with global reach.
RBV co-founder and board member Mads Jørgensen echoed the sentiment, noting that “this is a transformative deal that will allow us to pivot into high-value industrial sectors with global potential.”
What is a Reverse Takeover?
A reverse takeover is a mechanism where a private company acquires a publicly listed one, essentially taking over its stock exchange listing. For Swemar, this path offers immediate access to the capital markets, greater visibility, and an enhanced ability to fund expansion. For RightBridge Ventures, it enables the rapid diversification of its portfolio into the asset-backed, contract-driven maritime sector without the delays of a traditional acquisition.
Timeline and Next Steps
- Due Diligence: Legal, operational, and financial due diligence will be carried out over the coming weeks.
- Extraordinary General Meeting (EGM): RBV will call an EGM to approve the transaction structure and share issuance.
- Closing: Expected to be completed by the third quarter of 2025.
- Integration: Post-merger integration will focus on streamlining corporate governance, aligning operational systems, and leveraging Swemar’s ongoing contracts for revenue continuity.
Maritime Sector Implications
This deal comes at a time when the global maritime industry is experiencing a resurgence in infrastructure investments, offshore energy projects, and naval modernization programs. Swemar’s ability to service government and private sector clients in high-growth regions like the Middle East, India, and Southeast Asia positions the merged company at the nexus of strategic demand.
The combination of RightBridge’s capital market presence and Swemar’s operational depth creates a new entity that can raise funds for further vessel acquisitions, shipyard developments, and offshore support activities.
Final Word
The reverse takeover between RightBridge Ventures and Swemar is more than a financial transaction—it is a corporate reinvention. With a strong asset base, long-term service contracts, and ambitions to expand into naval and defense manufacturing, the merged entity is set to become a serious player in global maritime logistics and infrastructure. As the shipping world continues to pivot toward high-value service models and strategic vessel ownership, this move could mark the emergence of a new maritime-industrial heavyweight.
All in Maritime News will continue to provide detailed coverage as the deal progresses through regulatory approvals, shareholder meetings, and final closure.
