Investor AB divests its holding in Scania AB to Volkswagen AG The transaction clarifies the ownership situation in Scania and is a natural step following the ownership change in 2000, when Volkswagen became the lead shareholder. Volkswagen is a successful industrial owner that in its role as a majority shareholder will continue to develop Scania's industrial strengths further. Investor has reached an agreement with Volkswagen to divest its holding in Scania for a price of SEK 200*) per share. The Wallenberg Foundations**) have reached corresponding agreements with Volkswagen regarding their holdings in Scania***). As stated in its press release today, Volkswagen will keep and develop Scania as a strong premium brand and will exercise its influence in the company with the objective of maximizing the long-term value for all shareholders. Volkswagen does not foresee any further structural changes that would adversely affect the employees of the company and will support the management in executing the established strategy. The continuity of Scania's management team has always been a priority for Volkswagen. Furthermore Volkswagen intends to maintain the headquarters and the engineering competence centres in Södertälje. Volkswagen became the lead shareholder of Scania in March 2000, when the planned merger between Scania and Volvo was blocked by EU antitrust authorities. Volkswagen acquired 18.7 percent of the capital and 34.0 percent of the votes in Scania from Investor, which committed to remain a shareholder for at least two years. Volvo remained a large shareholder in Scania until 2004, when it disposed its shares, partly through the specially created company Ainax. In 2005 Scania acquired Ainax, which was subsequently liquidated. In connection with MAN's bid for Scania in September 2006, which was withdrawn in January 2007, MAN became a shareholder in Scania. MAN today owns 13.2 percent of the capital and 17.0 percent of the votes. Following the waiver from the mandatory bid rules that Volkswagen received in February 2007, Volkswagen has increased its holding in Scania to 20.9 percent of the capital and 38.0 percent of the votes. Moreover, Volkswagen owns 28.7 percent of the capital and 29.9 percent of the votes in MAN. During the last year, Investor, the Wallenberg Foundations and Volkswagen have had in-depth discussions regarding the alternatives to clarify the ownership structure in Scania. In these discussions, Volkswagen has stated a strong interest to become a majority shareholder in Scania. We are very satisfied with reaching this agreement with Volkswagen, which we believe is good for Scania. Moreover, it is inconsistent with Investor's strategy to be an owner with limited influence in a company which has an industrial shareholder in a lead position. All owners of Scania have enjoyed a strong increase in the share price following Investor's rejection of MAN's bid in September 2006. The current market valuation of Scania, including the distribution of SEK 10 billion during the spring 2007, is approximately 40 percent higher than MAN's bid. Investor owns 88,027,028 A-shares in Scania representing 11.0 percent of the capital and 20.0 percent of the votes. The divestment will generate cash proceeds of SEK 17.6 billion. Closing of the transaction is subject to customary antitrust clearance. In line with our communicated strategy, our ambition is to use the proceeds to expand Operating Investments, strengthen ownership in identified Core Investments and make additional investments in Private Equity. Given the investment opportunities available in the market, we believe that investments will create more attractive longer term value than buying back shares. Our strategy remains to increase the portion of unlisted investments, given the attractive return potential of that sector. How we actually allocate the available capital is continuously evaluated, with the goal to maximize the long-term return to our shareholders. “Scania has been an important part of Investor since its inception more than 90 years ago. We are very privileged to have been part of its development and proud of what the company and its employees have accomplished over the years. For the last eight years we have been a minority shareholder of Scania with Volkswagen as the lead shareholder. Now is the right time to clarify the ownership structure. The last eight years have shown that Volkswagen is a capable and responsible industrial shareholder,” commented Jacob Wallenberg, Chairman of the Board of Investor AB. “We know Scania and its potential well through our long-term ownership. We decided therefore to reject MAN's bid and to develop the company standalone together with Volkswagen. Our decision has created considerable value for all Scania shareholders. We believe this is the best solution for Scania. The transaction is also motivated by the fact that it is inconsistent with our strategy to be a shareholder with limited influence in a company with an industrial shareholder in a lead position. Through the divestment we also crystallize additional value for our shareholders,” commented Börje Ekholm, President and CEO of Investor AB. *) The purchase price will be adjusted for any distribution from Scania to its shareholders (proposed in total SEK 12.50/share for the fiscal year 2007) and carries an interest component until closing. Investor will also be compensated if Volkswagen acquires or divests shares in Scania at a higher price during a fourteen month period. **) The Knut and Alice Wallenberg Foundation, Marianne and Marcus Wallenberg Foundation and Marcus and Amalia Wallenberg Foundation. ***) On November 17, 2006, Investor and The Wallenberg Foundations announced a cooperation agreement regarding their investments in Scania. Press Conference and Conference Call A press conference will be held on Monday March 3, 2008, at 10:30 a.m. CET at Operaterassen, Operakällarens matsalar, Karl XII:s torg. Representatives from Investor, Scania, Volkswagen and the Wallenberg Foundations will be present. The press conference will be in English and webcast. You log on to the press conference through our website www.investorab.com. A conference call with Investor representatives will be held on March 3, 2008, around 3:00 p.m CET. Call in details will be available through our website www.investorab.com. To participate in the press conference or the conference call please e-mail Helen Jönsson at helen.jonsson@investorab.com or call +46 8 614 2046. For further information: Fredrik Lindgren, Head of Corporate Communications: +46 8 614 2031, +46 735 24 2031 Oscar Stege Unger, Head of Investor Relations: +46 8 614 2059, +46 706 24 2059 Our press releases can be accessed at www.investorab.com on the Internet. Investor AB is the largest industrial holding company in the Nordic region. For almost a century, Investor's business concept has been to generate solid long-term returns by investing in companies with attractive potential for value creation. We are an active owner who applies our experience, knowledge and network to develop both listed and unlisted holdings and make them best-in-class. Investor conducts investment activities from Northern Europe, the United States and Asia.
Investor AB divests its holding in Scania AB to Volkswagen AG
| Source: Investor AB