Bure and Skanditek to merge ---------------------------------------------------------------------- This press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong or Japan. ---------------------------------------------------------------------- The Boards of Directors of Bure Equity AB (”Bure”) and Skanditek Industriförvaltning AB (“Skanditek”) propose that the companies merge. The new company will have an interesting investment portfolio with a balanced mix of listed, as well as unlisted, and smaller and medium sized companies. Bure and Skanditek have a common view on shareholder value creation by developing the portfolio companies through active ownership and board representation. All in all, the merger is viewed to be a natural step in the development of both companies, whereby the combined resources will make the company a stronger participant in the financial market. With a combined market value of approximately SEK 2.5 billion [1] and a tangible logic for the merger, the new group offers an attractive investment case. - The Boards of Directors have unanimously agreed upon the form of merger in a joint merger plan [2]. The merger will be implemented by Bure absorbing Skanditek. The exchange ratio has been set so that 4 shares in Skanditek give right to 3 new shares in Bure. - In connection to the merger, Bure's Board of Directors proposes a special dividend to Bure's shareholders of approximately SEK 478 million, corresponding to SEK 9.50 per share. As an alternative to a cash dividend, the Board of Directors in Bure may propose a redemption corresponding to the same amount. - Following the merger, Skanditek's share holding of 19.9 percent in Bure will be cancelled. - Bure's and Skanditek's Boards of Directors view the merger as beneficial for both companies and their shareholders. Both Boards of Directors further believe that the exchange ratio is fair. The Board of Directors for each company unanimously recommends the merger to the respective shareholders and urge them to approve the merger plan at Bure's and Skanditek's respective Extraordinary General Meetings, both expected to be held on December 1, 2009. - The Boards of Directors' recommendations are supported by fairness opinions by KPMG and PwC. - The proposal of the Board of Directors of the new company will be announced before the Extraordinary General Meeting in Bure. The intention is that Björn Björnsson is proposed as Chairman of the new Board of Directors and that Patrik Tigerschiöld is named as CEO. Bure Equity AB will be proposed as the new name of the parent company in the new group. - Targeted cost synergies, as a consequence of the merger, will lead to a reduction of administrative expenses by approximately 50 percent, with full effect from the end of 2010. - The Boards of Directors' proposal of merger is supported by the companies' major shareholders the Tigerschiöld family, Catella Fonder and the Björkman family (including Johan Björkman's foundation), which together hold approximately 25 percent of shares in Bure, (including Skanditek's holdings of 19.9 percent) and approximately 64 percent in Skanditek. - Bure's and Skanditek's Boards of Directors and executive management expect the merger to be finalised by January 2010, at the earliest. - SEB Enskilda is financial advisor to the Boards of Directors of Skanditek and Bure. ------ [1] Based on the companies' share prices as of October 13, 2009 deducted for the proposed dividend in Bure of approximately SEK 478 million and cancellation of Skanditek's holding in Bure. [2] The board members Björn Björnsson and Patrik Tigerschiöld are board members of both Skanditek and Bure and have thus due to conflict of interests not participated in the negotiation and agreement of the merger plan. They have however both expressed their full support of the merger. ------ INVITATION TO PHONE CONFERENCE A telephone conference, at which the merger will be presented to analysts and media, will take place today, on October 14, 2009 at 14:00 on phone number +46 (0)8 506 269 04. For additional and more detailed information regarding the merger, please find included with this press release a separate attachement (see attached pdf file). Gothenburg, October 14, 2009 Bure Equity AB (publ) Board of Directors Stockholm, October 14, 2009 Skanditek Industriförvaltning AB (publ) Board of Directors The board members Björn Björnsson and Patrik Tigerschiöld are board members of both Skanditek and Bure and have thus due to conflict of interests not participated in the negotiation and agreement of the merger plan. They have however both expressed their full support of the merger. For further information, please contact: Håkan Larsson, deputy Chairman of Bure, Tel +46(0)31 708 64 00 Carl Backman, CEO of Bure, Tel +46(0)31 708 64 00 Björn Björnsson, Chairman of Skanditek, Tel +46(0)8 614 00 20 Patrik Tigerschiöld, CEO of Skanditek, Tel +46(0)8 614 00 20 Bure Equity AB (publ), org.nr. 556454-8781 Box 5419, 402 29 Gothenburg Tel +46(0)31 708 64 00, fax +46(0)31 708 64 80 www.bure.se Skanditek Industriförvaltning AB (publ), org.nr. 556235-4141 Nybrogatan 6, 114 34 Stockholm Tel +46(0)8 614 00 20, fax +46(0)8 614 00 38 www.skanditek.se The information contained in this press release is such that Bure and Skanditek are obligated to publish in accordance with the Securities Exchange and Clearing Operations Act and the Financial Instruments Trading Act. The information was submitted for publication on October 14, 2009 at 08:30 CET.
Bure and Skanditek to merge
| Source: Bure Equity AB
Attachments
