Mandator's Board of Directors recommends the offer from Fujitsu Services


Mandator's Board of Directors recommends the offer from Fujitsu Services

THIS PRESS ANNOUNCEMENT MAY NOT BE DISTRIBUTED IN OR INTO, THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.

Stockholm, 8 October 2007 - Statement by the Board of Directors of Mandator AB
(publ) in relation to the public offer (“the Offer”) from Fujitsu Services
Overseas Holdings Limited (“Fujitsu Services”).

Summary

- The Offer price is SEK 3 in cash for each share in Mandator, representing a
premium of 30 per cent compared to the volume weighted average price of the
Mandator share during 10 trading days prior to the announcement of the Offer.

- Holders of convertible participation certificates issued by Mandator are
offered a price in cash equivalent to nominal value for each convertible
participation certificate. 

- The total value of the Offer amounts to approximately SEK 508 million.

- The Board of Directors of Mandator unanimously recommends the shareholders and
holders of convertible participation certificates issued by Mandator to accept
the Offer.

“After carefully evaluating the offer and considering Mandator's future
opportunities, the Board of Directors has found the transaction to be favourable
to our shareholders, customers and employees. Therefore, the Board of Directors
unanimously recommends the shareholders to accept the offer. A combination with
Fujitsu Services will provide Mandator with further opportunities for increased
revenue and profitability through Fujitsu Services' established international
platform and complementary product and service offering”, says Petter
Stillström, Chairman of the Board of Directors of Mandator. 

“As CEO in Mandator, I am proud of what we have accomplished and that this has
been noticed by Fujitsu, the third largest IT company in the world. I see
considerable potential in being able to bring together Mandator's competences
with Fujitsu's international credibility which will bring exciting opportunities
for both our employees as well as for our customers”, says Katarina Mellström,
Chief Executive Officer and Group President in Mandator. 
This summary should be read in conjunction with the full text of this press
announcement.



Background 
This statement is issued by the Board of Directors of Mandator AB (publ)
pursuant to section II.14 of the OMX Nordic Exchange Stockholm AB's Rules
Regarding Takeover Offers.

Today, Fujitsu Services announced a public cash offer to the shareholders of
Mandator to acquire all the shares in and convertible participation certificates
issued by Mandator. Shareholders of Mandator are offered SEK 3 in cash per share
and holders of convertible participation certificates are offered a price in
cash equivalent to nominal value. 

The Board of Directors is of the view that the combination of the two
organisations will provide further opportunities for increased revenue and
profitability. Mandator will benefit from Fujitsu Services' established
international platform, complementary product and service offering and strong
customer relationships.

A combined business will benefit from the following:

- Extended product and service offering, creating considerable potential for
increased sales to existing customers.
- An established international platform and complementary resources and
competences, which further strengthen Mandator's position as a highly qualified
IT supplier. 
- Scale in operations as one of the larger IT consultancy companies in Sweden,
which will enable a significant increase in revenue and profitability.

Fujitsu Services is of the view that Mandator's employees, products, services
and technologies will continue to play an instrumental role in the future
successful development of the business. Furthermore, Fujitsu Services has stated
that organic growth and acquisitions will be an important part of the strategic
development of Mandator. The Board of Directors of Mandator shares this view. 

Further details regarding the Offer can be found in today's press announcement
from Fujitsu Services.

Due Diligence 
At Fujitsu Services' request, the Board of Directors of Mandator has permitted
Fujitsu Services to conduct a limited due diligence review prior to the
announcement of the Offer, since the Board of Directors judged that a public
offer from Fujitsu Services would be of interest for Mandator's shareholders to
assess.

The Recommendation by the Board of Directors
The Board of Directors' recommendation is based on factors and considerations
that the Board of Directors deems relevant in relation to the Offer. These
include Mandator's current and estimated forward operating and financial
performance in a highly competitive environment and Mandator's position in the
in the industry. The Board of Directors has also considered the commercial
benefits of the proposed combination, other strategic alternatives available to
Mandator and Mandator's potential to increase its volumes and create further
shareholder value on a stand-alone basis. It is the opinion of the Board of
Directors, based on the strategic plans and objectives set forth in the Offer,
that a combination of the two companies would create a strong, competitive and
stable platform for the further development of Mandator's business. 


Based on the above, the Board of Directors of Mandator unanimously recommends
the shareholders and holders of convertible participation certificates issued by
Mandator to accept the Offer. In its assessment of the Offer from a financial
perspective, the Board of Directors has obtained a statement, a so called
fairness opinion, from IC Partners AB. Advokatfirman Vinge has acted legal
advisor to the Board of Directors.  


Stockholm, 8 October 2007
The Board of Directors
Mandator AB (publ)

For further information, please contact:

Petter Stillström
Chairman of the Board of Directors 
+46 70 747 56 61


Katarina Mellström
Chief Executive Officer and Group President
+46 703 09 22 50

Attachments

10082086.pdf