Statement by the Board of Directors of Munters in relation to the public offer by Cidron Intressenter


The Board of Directors of Munters unanimously recommends the shareholders to
accept the public offer by Cidron Intressenter [1]

Background

This statement is made by the Board of Directors (the "Board") of
Munters AB (publ) ("Munters" or the "Company") pursuant to section II.19 of the
rules concerning public takeover offers on the stock market adopted by NASDAQ
OMX Stockholm (the "Takeover Rules").

Cidron Intressenter AB [2] ("Cidron Intressenter"), a company indirectly wholly
owned by Nordic Capital VII Limited [3] ("Nordic Capital"), has today, on 29
September 2010, announced a public offer to the shareholders of Munters to
transfer all of their shares in Munters to Cidron Intressenter (the "Offer").
Cidron Intressenter offers SEK 73 in cash per share in Munters. The total value
of the Offer is approximately SEK 5 397 million. [4] The Offer is among other
things conditional upon Cidron Intressenter becoming the owner of more than
90 per cent of the shares in Munters and that payment will be made under the
loan agreements that Cidron Intressenter has entered into with Swedbank. Cidron
Intressenter has reserved its right to waive these and other completion
conditions of the Offer. According to the indicative timetable set out in the
press release through which the Offer was announced (the "Offer Press Release")
the acceptance period is expected to commence on 1 October and to end on
21 October 2010.

The Offer represents:

  * a premium of 7 per cent compared to the offer of SEK 68 per share in Munters
    announced by Alfa Laval AB (publ) ("Alfa Laval") on 6 September 2010;

  * a premium of 39 per cent compared to the closing price of SEK 52.50 per
    share in Munters on 3 September 2010, the last trading day prior to the
    announcement of Alfa Laval's offer on 6 September 2010 (the corresponding
    premium, adjusted for Munters' net cash position after the divestment of
    division MCS is approximately 46 per cent)[5];

  * a premium of 46 per cent compared to the volume weighted average share price
    of approximately SEK 50 per share in Munters during the last three months
    prior to the announcement of Alfa Laval's offer on 6 September 2010 (the
    corresponding premium, adjusted for Munters' net cash position after the
    divestment of division MCS is approximately 55 per cent) [6]; and

  * a premium of 1 per cent compared to the closing price of SEK 72.50 for the
    Munters share on 28 September 2010, the last trading day prior to the
    announcement of the Offer (the corresponding premium, adjusted for Munters'
    net cash position after the divestment of division MCS is approximately
    1 per cent) [7].

The board of Munters has, at the request of Nordic Capital, allowed Nordic
Capital to conduct a limited confirmatory due diligence investigation prior to
the announcement of the Offer. Nordic Capital has not received any non-public
price-sensitive information through such due diligence investigation.

Munters has entered into a so-called cost coverage agreement with Cidron
Intressenter and Nordic Capital, under which Munters has undertaken to, on
certain conditions, reimburse Cidron Intressenter and Nordic Capital for some of
their costs incurred in connection with the Offer, up to a maximum amount of
SEK 12 500 000 (plus 50 per cent of any VAT on such amount), if the Board
withdraws or adversely modifies this recommendation of the Offer. If Munters
withdraws this recommendation and instead recommends a higher competing offer,
the payment under the agreement is conditional upon the higher offer being
completed within 6 months of its announcement. The agreement will be disclosed
in its entirety in the offer document that Cidron Intressenter will draw up and
announce for the purposes of the Offer.
As a part of the Board's evaluation of the Offer, the Board has engaged Lazard
as financial advisor and Mannheimer Swartling as legal advisor.

The Board's recommendation
The Board's statement is based on an assessment of a number of factors that the
Board has considered relevant to the evaluation of the Offer. These factors
include, but are not limited to, the Company's present position, the expected
future development of the Company and thereto related possibilities and risks.

As previously communicated by the Board in its statement on 24 September 2010 in
relation to the offer announced by Alfa Laval, the Board has concluded that
contacting other potential interested parties for Munters would be in the
interest of all shareholders, which also has been done. These contacts has
resulted in the Offer, whose total values is approximately SEK 5
397 million.[8] The Board notes that the price of the Offer of SEK 73 per share
in Munters is SEK 5 (approximately 7 per cent) higher than the offer of SEK 68
per share in Munters announced by Alfa Laval on 6 September 2010.

Under the Takeover Rules, the Board must also set out its views on the impact
the completion of the Offer may have on Munters, especially employment, and its
views on Cidron Intressenter's and Nordic Capital's strategic plans for the
Company and the impact these could be expected to have on employment and on
Munters' business locations. In this respect, the Board notes that Nordic
Capital intends to maintain the Company's long term strategic aim through active
ownership, including support to expand the two divisions and further develop the
Company's strategic vision. Concurrently, Nordic Capital intends to employ
considerable resources to continue Munters' acquisition and expansion strategy,
which will be easier to achieve under private stewardship that can take a more
long-term view than the public equity market. Nordic Capital further states that
it places great value on Munters' management and the employees, who will
continue to play an instrumental role in the success of the Company. Nordic
Capital also states that it does not expect that the Offer will have any
significant effects for Munters' employees, or employment at those sites where
Munters today conducts business. The Board assumes that this statement is
correct and has in relevant respects no reason to have a different view.

On this basis, the board of Munters unanimously recommends the shareholders of
Munters to accept the Offer. [9]

                                   _________

                               29 September 2010
                                    Munters
                                   The Board



[1] Since the director Jan Svensson cannot be considered independent of
Investment AB Latour, which has undertaken to, on certain conditions, accept the
offer announced by Alfa Laval on 6 September 2010, he has not participated in
the Board's handling of or resolutions regarding the offer by Alfa Laval or the
offer by Cidron Intressenter.
[2] A newly formed company indirectly wholly owned by Nordic Capital Fund VII,
under change of name from Goldcup 5924 AB to Cidron Intressenter AB.
[3] Nordic Capital VII Limited, a limited liability company established under
the laws of Jersey, with registered office in St Helier, Jersey, acting, in
relation to the Offer, in its capacity as General Partner for and on behalf of
Nordic Capital VII Alpha, L.P. and Nordic Capital VII Beta, L.P.
[4] Based on 73 933 050 outstanding shares, which is the total number of
outstanding shares in Munters, excluding Munters' holding of 1 066 950 treasury
shares.
[5] The premium adjusted for net cash is adjusted for Munters' expected net cash
position of approximately SEK 566 million (based on the reported net debt as of
30 June 2010 of SEK 734 million and expected net proceeds of SEK 1 300 million
from the divestment of division MCS) which has been subtracted from the total
value of the Offer as well as from Munters' market value, and the adjusted value
of the Offer has thereafter been divided by Munters' adjusted market value.
[6] See note 5.
[7] See note 5.
[8] See note 4.
[9] See note 1.


For further information, please contact:

Anders Ilstam, Chairman of the Board of Directors
Tel: +46 (0)70 630 76 02

Lars Engström, CEO, Member of the Board of Directors
Tel: +46 (0)8 626 63 03


Munters AB discloses the information provided herein pursuant to the Securities
Market Act and the Takeover Rules. The information was submitted for publication
on 29 September 2010 at 08.00 AM.


Munters is a global leader in energy efficient air treatment solutions and
restoration services based on expertise in humidity and climate control
technologies. Customers are served in a wide range of segments, the most
important being insurance-, utilities-, food- and pharma industries.
Manufacturing and sales are carried out via the Group's own companies in more
than 30 countries. The Group has close to 4,000 employees and net sales of about
SEK 6.5 billion. The Munters share is listed on OMX Nordic Exchange Stockholm,
Mid Cap.

For more information please visit www.munters.com.



[HUG#1447558]

Attachments

Press release PDF.pdf