AB Fagerhult (publ) announces voluntary offer in Luxo ASA


AB Fagerhult (publ) announces voluntary offer in Luxo ASA

In order to further strengthen its position in the European Lighting Industry
and to create a platform for growth, AB Fagerhult (publ) has decided to make a
voluntary offer to acquire all outstanding shares in Luxo ASA.

On the 29th of March 2009, the Board of AB Fagerhult (publ) (“Fagerhult” or the
“Offeror”) decided that Fagerhult shall make a voluntary offer (the “Offer”) to
acquire all outstanding shares of Luxo ASA (“Luxo”). Fagerhult's strategy is to
be among the top three Lighting Systems providers in Europe through profitable
growth. An acquisition of Luxo will further strengthen Fagerhult's position, as
well as strengthen the development of the Luxo brand and business.

Fagerhult will offer a consideration in cash of NOK 8 per Luxo share, but with
an option for each shareholder of Luxo to receive up to 100 percent of the
consideration in Fagerhult shares (the “Share Alternative”). Under the Share
Alternative, eleven (11) Luxo shares will be exchanged with one (1) Fagerhult
share. The Share Alternative will only be open for Luxo shareholders holding at
least 1,100 Luxo shares.

The Offer represents a premium of 33 percent compared to the offer made by Delia
Invest AS, and 42 percent compared to the volume weighted average trading price
in the four week period prior to announcement of Delia Invest AS' offer on 25
February 2009. 

Details of the Offer, including all terms and conditions, will be set out in an
offer document to be sent to the Luxo shareholders following the review and
approval by the Oslo Stock Exchange. The Offer will amongst other conditions be
subject to satisfaction or waiver of the following conditions: (a) receipt of
valid acceptances in respect of a number of shares of Luxo which exceeds 90
percent of the shares in Luxo on a fully diluted basis; (b) the completion by
Fagerhult of acceptable financial, legal and environmental due diligence of
Luxo, the result of which shall be satisfactory to Fagerhult; (c) that all
necessary regulatory / competition approvals for the completion of the Offer
have been obtained by the Offeror; (d) to the extent any material contract of
the Luxo group contains clauses which give the contracting party to the Luxo
group a right to terminate the material contract as a result of completion of
the Offer, consent from such contracting party that the material contract will
not be terminated as a result of completion of the Offer; and (e) that no
material adverse change having occurred prior to completion of the Offer. The
Offer will also be subject to the shareholders' meeting of Fagerhult having
resolved to issue consideration shares under the Share Alternative.

The Offeror reserves the right to either in whole or in part and at its own
discretion, amend or waive any or all of the conditions to the Offer. This may
also include completing the Offer without having received valid acceptances in
respect of a number of shares of Luxo which exceeds 90 percent of the shares.

If, as a result of the Offer, the Offeror acquires and holds more than 90
percent of the total issued share capital of Luxo, the Offeror intends to carry
out a compulsory acquisition of the remaining shares in Luxo. 

The voluntary offer document will be prepared as soon as practicably possible
and sent to the Oslo Stock Exchange for review and approval.

Arctos Mergers & Acquisitions and Handelsbanken Capital Markets are acting as
financial advisors and Gärde Wesslau Advokatbyrå and Advokatfirma DLA Piper
Norway DA are acting as legal advisors to the Offeror in connection with the
Offer.

Habo, 30 March 2009


For more information, please contact:

Ulf Karlsson
acting CEO	
tel: +46 36 10 85 63 
mobile: +46 70 537 04 54  
e-mail: ulf.karlsson@fagerhult.se

The Fagerhult Group with 2,000 employees is the largest lighting group in the
Nordic region and a leading force in Europe. We develop, manufacture and market
professional lighting systems for public environments. The group has sales
companies in Sweden, Norway, Denmark, Finland, United Kingdom, Ireland, the
Netherlands, France, Spain, Germany, Austria, Estonia, Poland, Russia, Dubai,
Australia and China. Production facilities are located in Habo, Falkenberg,
Borås and Åhus in Sweden, Manchester in England, Melbourne in Australia and in
Suzhou, China. The group, which includes Fagerhults Belysning, Ateljé
Lyktan,Fagerhult Retail, Elenco, Eagle Lighting, Project Lighting and Whitecroft
Lighting, has a turnover of SEK 2,800 million. AB Fagerhult is quoted on the OMX
Nordic Exchange in Stockholm, Mid Cap.

Attachments

03302026.pdf