G & L Beijer signs the final purchase agreement for the acquisition of Carrier's refrigeration wholesale distribution operations in Europe and South Africa


G & L Beijer signs the final purchase agreement for the acquisition of Carrier's
refrigeration wholesale distribution operations in Europe and South Africa

Today, 13 January 2009, G & L Beijer has signed the final purchase agreement
with Carrier Corporation for the acquisition of its refrigeration wholesale
operations in Europe and South Africa - Carrier ARW. The agreement involves some
modifications in accordance with the below as regards Carrier Corporation's
equity interest in relation to the letter of intent published on 22 September
2008. In all other aspects, the transaction will be effected as previously
communicated.

In accordance with the final purchase agreement, G & L Beijer's present
shareholders and Carrier will respectively own 66.7 per cent and 33.3 per cent
of the votes, and 58.5 per cent and 41.5 of the capital in the company (in the
letter of intent, it was stated that this would be a respective 67 and 33 per
cent share of the votes and a 55 and 45 per cent ownership of the capital). As
payment for Carrier ARW, G & L Beijer will issue a total of 8,796,139 shares in
Beijer of which 358,710 A shares and 8,437,429 B shares to Carrier Corporation.
As previously communicated, Carrier Corporation has been granted an exemption
from the provisions on mandatory bid on G & L Beijer in its entirety.

The newly issued shares do not entitle to dividend declared at the Annual
General Meeting of Shareholders in April 2009. Shareholders who together
represent approximately 18.4 percent of the shares and approximately 54.8
percent of the votes in G & L Beijer have undertaken not to vote in favour of
any dividends for the 2008 financial year exceeding 35 per cent of net profit
after tax for such year.
At an Extraordinary General Meeting to be held on 29 January 2009, the
shareholders will decide on the transaction with Carrier Corporation. The
acquisition requires the approval of at least two thirds of votes and capital by
the G & L Beijer shareholders represented at the Extraordinary General Meeting.
Shareholders who together represent approximately 18.4 percent of the shares and
approximately 54.8 percent of the votes in G & L Beijer have undertaken to vote
in favour of the transaction, the issue of shares and the increase of the board.
Notice of the Extraordinary General Meeting will be published in Dagens Industri
and Post- och Inrikes Tidningar (The Official Swedish Gazette) on 15 January
2009.
An information memorandum to the shareholders ahead of the Extraordinary General
Meeting will be published on G & L Beijer's website, www.beijers.com. 

The information memorandum contains the Board of Directors' proposal for a share
issue and the election of new Board Members, a description of the acquired
operation and an account of the merged operations with pro forma profit and loss
accounts and balance sheets. 

The proposed transaction with Carrier Corporation means that G & L Beijer's pro
forma sales will amount to approximately SEK 5,900M with operating profit of SEK
517M calculated on a 12-month average up to and including June 2008. The total
number of employees will be approximately 1,800. In connection with the
transaction, G & L Beijer will achieve a significantly strengthened financial
position. The equity ratio will rise from 39 per cent before the transaction to
46.5 per cent after the transaction. The Group's debt/equity ratio will fall
from 0.8 to 0.5.


Malmö, 13 January 2009
G & L Beijer AB (publ)

For further information, please contact: Joen Magnusson, Managing Director G & L
Beijer AB
Telephone +46 40-35 89 00, Mobile +46 709-26 50 91

G & L Beijer's Board of Directors is proposed to be expanded from five to seven
Members, of whom two Members will be nominated by Carrier Corporation.


G & L Beijer AB is a technology-oriented Group, operating in industrial trading,
with sales in excess of SEK 3 billion. The Group includes the two business areas
- Beijer Ref and Beijer Tech. Beijer Ref, which reported sales in excess of SEK
2.5 billion in 2007, markets and sells in 16 European countries. Beijer Tech,
which reported sales of more than SEK 600M in 2007, carries out technology
trading, mainly in Sweden, Norway and Finland, through a group of specialised
companies. An important part of the strategy of both business areas is to grow
through acquisitions. During the past five-year period, the Group has reported
profitable annual growth of 17 per cent on average. 

Attachments

01132017.pdf