eQ CORPORATION STOCK EXCHANGE RELEASE 8 June 2007 at 16.36
Statement of the Board of Directors of eQ Corporation regarding Mandatory Tender
Offer of Straumur-Burdaras Investment Bank hf
The Board of Directors of eQ Corporation has issued statement regarding the
mandatory tender offer of Straumur-Burdaras Investment Bank hf as required in
Chapter 6, Section 6 of the Finnish Securities Market Act as follows:
Straumur-Burdaras Investment Bank hf ("Straumur-Burdaras") has acquired
approximately 81 percent of the shares in eQ Corporation ("eQ").
Straumur-Burdaras has on 22 May 2007 announced that it will make a mandatory
tender offer for all of the shares and option rights in eQ. The Board of
Directors of eQ (the "Board") issues this statement regarding the tender offer
of Straumur-Burdaras as required in Chapter 6, Section 6 of the Finnish
Securities Market Act after having received the tender offer document prepared
by Straumur-Burdaras and based on the information presented therein.
Straumur-Burdaras has announced that it will offer to the shareholders of eQ a
cash consideration of EUR 7.60 for each share and to the holders of option
rights a cash consideration of EUR 5.40 for each option right. The offer price
is approximately 41 percent higher than during the 3-month period and
approximately 77 percent higher than during the 12-month period of the
volume-weighted average trading price preceding the decision regarding the
mandatory tender offer.
Pursuant to the terms of the option rights the subscription price for shares is
EUR 2.20 per share and the price offered for the option rights added with the
subscription price equals the price offered for the shares.
Straumur-Burdaras is an Icelandic investment bank and besides Iceland it
operates in England, Denmark and the Netherlands. The strategy of
Straumur-Burdaras is to become a leading Nordic investment bank.
Straumur-Burdaras intends to achieve this aim by expanding its operations, with
a particular focus on the Nordic countries and the UK, while simultaneously
diversifying the income sources of Straumur-Burdaras. The acquisition of eQ is a
step in fulfilling this strategy.
The intention of Straumur-Burdaras is that eQ will continue as an independent
part of the Straumur-Burdaras Group, with its present name and without
significant changes to its operations. The Managing Director of eQ and the
directors responsible for asset management and corporate finance businesses will
continue to work for eQ for at least two years.
Straumur-Burdaras has received necessary regulatory approvals for the completion
of the acquisition from Icelandic and Finnish authorities and the completion of
the mandatory tender offer is not subject to any conditions. Straumur-Burdaras
has announced that the acceptance period for the mandatory tender offer will
commence on 11 June 2007 and expire on 3 July 2007.
The Board has not been in contact with other potential buyers. The Board is not
aware of any similar or better offers to be submitted by a third party.
The Board of eQ has considered the mandatory tender offer. Based on the
information given by Straumur-Burdaras, the Board of eQ states that the tender
offer is not expected to result in changes in the current terms of employment or
number of jobs in eQ. Based on a valuation of eQ contracted by the Board, the
Board considers the tender offer fair from a financial point of view to the
shareholders and holders of option rights of eQ. Considering also that
Straumur-Burdaras has acquired majority in eQ, the Board recommends the
shareholders and holders of option rights to accept the tender offer. The
recommendation is given assuming that no better offer will be made during the
tender offer period. The Board notes, however, that each shareholder and holder
of option rights shall independently evaluate and decide whether to accept the
offer of Straumur-Burdaras taking into consideration all information presented
in the tender offer document of Straumur-Burdaras and possible other matters
affecting the tender offer.
Georg Ehrnrooth, the Chairman of the Board, has not taken part in the Board's
decision concerning this matter because of the potential conflict of interest
relating to the sale and purchase of shares published on 22 May 2007.
Should Straumur-Burdaras obtain more than nine-tenths (9/10) of the shares and
votes of eQ, Straumur-Burdaras intends to initiate compulsory redemption
proceedings of minority shareholders in accordance with the Finnish Companies
Act.
eQ Corporation
For further information:
Antti Mäkinen
CEO
tel. +358 9 681 781
gsm +358 50 561 1501
e-mail antti.makinen@eQ.fi
The tender offer is not being made directly or indirectly in any jurisdiction
where prohibited by applicable law and this release may not be distributed,
forwarded or transmitted into or from any jurisdiction where prohibited by
applicable law by any means whatsoever including, without limitation, mail,
facsimile transmission, e-mail or telephone.
Statement of the Board of Directors of eQ Corporation regarding Mandatory Tender Offer of Straumur-Burdaras Investment Bank hf
| Source: eQ