This press release may not be released, published or distributed in or into the
USA, Canada, Australia, Japan or any other country in which such a measure is
subject to registration or any other measures than those required by Swedish
law. The Offer is not directed towards any person in those countries or persons
in any other country whose participation requires any additional prospectus,
registration or other measures than those required by Swedish law.
This press release is a translation from the Swedish language press release. In
the event of any discrepancies between the Swedish version and the English
version, the Swedish version shall prevail.
ATRIA ANNOUNCES UNCONDITIONAL CASH MANDATORY OFFER FOR THE SHARES IN SARDUS
On 16 February 2007 Atria Koncern Abp (”Atria”), through its wholly-owned
Swedish subsidiary, Atria Meat & Fast Food Aktiebolag with corporate identity
number 556198-4179 and address SE-697 80 Sköllersta, Sweden (”Atria M&F”),
entered into an agreement to acquire 5,976,900 shares in AB Sardus (publ)
(”Sardus”) for a price of 115 SEK per share, representing 57.1% of the share
capital and voting rights in Sardus on a fully diluted basis with respect to the
issued warrants (Sw. teckningsoptioner). Following the acquisition, Sardus will
become a group company in the Atria group of companies.
Atria M&F will after the acquisition own 5,976,900 shares in Sardus,
representing 59.1% of the share capital and voting rights. Since the shares
represent more than 30% of the total number of shares and votes in Sardus, the
rules for mandatory offers in the Swedish Takeover Act (Sw. Lagen om offentliga
uppköpserbjudanden på aktiemarknaden) will apply.
Therefore, Atria has decided to, through Atria M&F, announce a public cash offer
(the ”Offer”) to the remaining shareholders in Sardus to tender all shares in
Sardus.
Summary of the Offer
- Atria offers 115 SEK in cash per share in Sardus.
- The offer price of 115 SEK per share represents a premium of 22.5% compared to
the volume weighted average closing price on the Stockholm Stock Exchange of
93.9 SEK during the last 30 trading days prior to announcement of the Offer.
Compared to the last 60 trading days, the offer price represents a premium of
33.0%.
- The total value of the Offer amounts to approximately 475 MSEK.
- The total value of the transaction, including the value of the shares that
Atria M&F agreed to acquire on 16 February 2007, amounts to approximately 1,162
MSEK.
- The Offer is made in accordance with the rules for mandatory offers and is
unconditional.
- The offer document is expected to be made public during the week commencing on
12 March 2007.
- The acceptance period for the Offer is expected to commence on 14 March 2007
and end on 4 April 2007.
Background and reasons for the Offer
Atria is an international food group listed on the Helsinki Stock Exchange. The
group conducts operations in Finland, Sweden, Russia, Estonia and Lithuania. The
Offer is a step in Atria' ambition to develop one of the leading food companies
in the Baltic Sea region. The food industry is currently undergoing structural
change in a market characterized by consolidation and large retailers. New
discount retail chains have been established and the retail industry's own
brands increase their market shares, which has resulted in pressure on prices
during the last years. By combining the two companies, both companies are
strengthened as well as the new conditions on a consolidating market are met.
The Offer is based on industrial logic and combined Atria and Sardus will create
a stronger entity with a more complete offer and a broad brand portfolio. There
is a high potential for industrial synergies within inter alia product
development, procurement, logistics, production and marketing. A broader product
portfolio and synergies will be key drivers for growth and will strengthen both
companies' brands and product categories.
Atria and Sardus combined have great potential to become a leading and strong
partner to customers within Retail, HoReCa and Fastfood. The companies will also
strengthen their position towards other market players.
In conclusion, it is Atria's assessment that Sardus, as part of the Atria group,
is better equipped to develop its brands, strengthen its market position and
improve its offering to customers and employees.
The Offer
Atria has decided to, through Atria M&F, announce a public offer to the
shareholders in Sardus for all shares in Sardus.
The Offer comprises:
- For each share in Sardus 115 SEK in cash is offered.
The Offer is subject to adjustment corresponding to the value of any dividends
or other distributions made by Sardus prior to settlement of the Offer.
No commission will be charged to Sardus' shareholders in the Offer.
The average volume weighted closing price for the Sardus share during the 20
trading days prior to the announcement of the Offer was 96.3 SEK. Atria M&F's
acquisition of shares in Sardus pursuant to the agreement of 16 February 2007 is
made at a price of 115 SEK per share.
Employee stock option programme and warrants
In accordance with an exemption granted by the Swedish Securities Council (Sw.
Aktiemarknadsnämnden), the Offer does not comprise warrants issued by Sardus.
The exemption is valid for a period of six months following completion of the
Offer. Atria M&F intends to co-operate with Sardus to assure that the
participants in Sardus' employee stock option programme (Sw.
personaloptionsprogram) are treated fairly and that a solution in this respect
is achieved within the above mentioned period of time..
Conditions to the Offer
The Offer is made in accordance with the rules for mandatory offers and is
unconditional.
The acquisition of 5,976,900 shares pursuant to the agreement of 16 February
2007 requires the receipt of approvals from the competition authorities. Atria
intends to file a notification for approval with the Swedish Competition
Authority (Sw. Konkurrensverket) within short. Atria assumes the risk for
authority approval.
Value of the Offer
The closing price for the Sardus share on 16 February 2007, the trading day
prior to the announcement of the Offer, was 104 SEK. Compared to this share
price, the Offer represents a premium of 10.6%. The volume weighted average
closing price for the Sardus share during the period from and including 8
January 2007 up to and including 16 February 2007, which represents the last 30
trading days prior to the announcement of the Offer, amounted to 93.9 SEK.
Compared to this average share price, the Offer represents a premium of 22.5%.
The volume weighted average closing price during the last 60 trading days prior
to the announcement of the Offer, amounted to 86.5 SEK. Compared to this average
share price, the Offer represents a premium of 33.0%.
The total value of the shares comprised by the Offer amounts to approximately
475 MSEK. Including the value of the shares which Atria M&F entered on 16
February 2007 entered into an agreement to acquire, the total value of the Offer
amounts to approximately 1,162 MSEK.
Financing
The Offer will be funded by use of Atria's existing cash resources and existing
bank facilities. Atria has irrevocably and unconditionally undertaken to furnish
Atria M&F with the necessary financing for completion of the acquisition.
Indicative timetable
The offer document is expected to be announced and distributed to the
shareholders of Sardus during the week commencing on 12 March 2007. The
acceptance period for the Offer is expected to commence on 14 March 2007 and end
on 4 April 2007. Settlement to shareholders who have accepted the Offer is
expected to be commenced on or about 13 April 2007. Atria M&F reserves the right
to extend the acceptance period. An extension of the acceptance period will
however not affect the settlement date for those who have already accepted the
Offer.
Compulsory redemption and de-listing
Subject to the Offer being accepted to the extent that Atria M&F becomes the
owner of more than 90 per cent of the total number of shares in Sardus, Atria
M&F intends to call for compulsory redemption of the remaining shares in Sardus.
In connection herewith, Atria M&F intends to act for a de-listing of the Sardus
share from the Stockholm Stock Exchange.
Applicable law and disputes
Prior to announcement of the Offer, Atria M&F has undertaken in relation to the
Stockholm Stock Exchange, and hereby undertake in relation to the shareholders
of Sardus, to comply with the Stockholm Stock Exchange's rules regarding public
takeover offers on the stock market (the “Takeover Rules”) and submits to the
sanctions that may be imposed by the Stockholm Stock Exchange upon breach of
these rules. The Swedish Securities Council's rulings regarding interpretation
and application of the Takeover Rules as well as the Swedish Industry and
Commerce Stock Exchange Committee's (Sw. Näringslivets Börskommitté) former
rules regarding public takeover offers, shall, where applicable, apply in
relation to the Offer.
The Offer shall be governed by and construed in accordance with the laws of
Sweden, without taking into consideration any applicable international private
law rules. The courts of Sweden shall have exclusive jurisdiction over any
dispute arising out of or in connection with the Offer and the City Court of
Stockholm (Sw. Stockholms Tingsrätt) shall be the court of first instance.
Atria
Atria is an international food group listed on the Helsinki Stock Exchange. The
Group conducts operations in Finland, Sweden, Russia, Estonia and Lithuania.
Atria is Finland's largest company in the meat business and one of the largest
producers of meat products in the Baltic Sea region. The group's brands comprise
Atria, Duke's, Forssan, Lithells, Sibylla, Grillköket, Pit-Product, Maks &
Moorits and Vilniaus Mesa.
The Atria Group's turnover for 2005 amounted to 980 MEUR. More than 314 MEUR of
the turnover related to its Swedish operations. The number of employees amount
to approximately 5,000. For further information, please visit www.atria.fi.
Sardus
Sardus is one of Sweden's leading producers of sandwich toppings and suppliers
of frozen foods for institutional customers. The products are marketed under
well-known and strong brand names. Sardus comprises five business units: Sardus
Chark & Deli, 3-Stjernet, Falbygdens Ost, Sardus Lätta Måltider och Sardus
Foodpartner. In the financial year 2006, Sardus had sales of 2,135 MSEK (1,934
MSEK in 2005). Profit after tax amounted to 28 MSEK (43 MSEK). Sardus has 980
employees and approximately 4,000 shareholders. For further information, please
visit www.sardus.se.
Advisors
Atria has appointed HSH Corporate Finance to act as financial advisor and
Gernandt & Danielsson Advokatbyrå and Advokatbyrån Hannes Snellman AB as legal
advisors in connection with the Offer.
Helsinki, 19 February 2007 Stockholm, 19 February 2007
Atria Koncern Abp Atria Meat & Fast Food Aktiebolag
The Board of Directors The Board of Directors
For further information, please contact:
Matti Tikkakoski, President and CEO of Atria Group Plc
Phone: +358 50 2582
Christer Åberg, Managing Director of Atria Sverige Aktiebolag and Atria Meat &
Fast Food Aktiebolag
Phone: +46 703 90 61 00
Appendix: Atria announces unconditional bid for Sardus
APPENDIX
19 February 2007
Atria announces unconditional bid for Sardus
Atria continues its offensive strategy and announces an unconditional cash bid
for Sardus valued to 475 million SEK. The total value of the transaction,
including the value of the shares Atria agreed to acquire on 16 February 2007,
is approximately 1,162 million SEK.
On 16 February, Atria agreed with major shareholders to buy approximately 59% of
the shares in Sardus. Atira has now announced an offer for all shares according
to the rules for mandatory offers.
The shareholders are offered 115 SEK per share.
Atria combined with Sardus will have a broader product portfolio. Several
synergies will drive growth and strengthen the companies' brands and product
categories.
- Atria's ambition is to create one of the leading companies on the food market
in the Baltic Sea area, says Matti Tikkakoski, CEO of Atria Group.
- The bid is also favourable for the present shareholders and we have already
acquired almost 6 million shares from major shareholders.
- The bid is based on industrial logic and combined the companies form a
stronger and more complete unit with a wide selection of strong brands.
Summary of the offer
Please note that this press release does not constitute the formal offer; the
formal offer is circulated together with this press release.
- Atria offers 115 SEK in cash per share in Sardus.
- Compared to the average price the last 30 trading days before the announcement
of the bid, the price represents a premium of 22.5%.
- The total value of the transaction, including the value of the shares Atria
agreed to acquire on the 16 February 2007, is approximately 1,162 MSEK.
- The bid is made in accordance with the rules for mandatory offers and is
unconditional.
The offer document is expected to be made public during the week beginning on 12
March 2007. The acceptance period for the offer is expected to commence on 14
March 2007 and end on 4 April 2007.
Questions should be directed to:
Matti Tikkakoski, President and CEO of Atria Group Plc, Tel: +358 50 2582
Christer Åberg, Managing Director of Atria in Sweden and Atria Meat & Fast Food
Aktiebolag
Tel: +46 70 390 61 00
Atria Group Plc is a forward-looking, strongly internationalising
food-processing company. Our brands include Atria, Duke's, Forssan, Lithells,
Sibylla, Grillköket, Pit-Product, Maks & Moorits and Vilniaus Mesa. The Atria
Group´s annual turnover for 2005 was approximately 980 MEUR, of which Sweden
accounted for over 314 MEUR. The Atria Group employs over 5,000 people. The
largest production companies within the Atria Group are Atria Finland Ltd, Atria
AB, Pit-Product, AS Valga Lihatööstus and UAB Vilniaus Mesa. Atria Group Plc is
Finland's biggest meat-industry company and one of the biggest manufacturers of
meat products in the Baltic Sea region.
DISTRIBUTION:
Helsinki Stock Exchange
Principal media
www.atria.fi