Statement by the Board of Directors of Seco Tools in relation to the public offer by Sandvik

Statement by the Board of Directors of Seco Tools in relation to the
public offer by Sandvik

The Board of Directors of Seco Tools unanimously recommends the
shareholders to accept the public offer by Sandvik

Background

This statement is made by the Board of Directors of Seco Tools AB (publ)
(”Seco Tools” or the ”Company”) pursuant to section II.19 of the NASDAQ
OMX Stockholm Takeover Rules.

Seco Tools' parent company, Sandvik AB (”Sandvik”), has today announced
a public offer to the shareholders of Seco Tools to transfer all of
their shares in Seco Tools to Sandvik (the ”Offer”). Sandvik offers 1.2
newly issued Sandvik shares for each Seco Tools share. The Offer values
Seco Tools to approximately SEK 15.6 billion. The Offer is conditional
only upon Sandvik's shareholders adopting the resolutions necessary to
issue new Sandvik shares in connection with 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 December 2011 and end on 10 January 2012.
Settlement is expected to commence on or around 20 January 2012.

According to the Offer Press Release, Alecta pensionsförsäkring and
Swedbank Robur Fonder, representing 18.3 per cent of the shares and 4.9
per cent of the votes in the Company, are positive towards the Offer.

For further information about the Offer, reference is made to Sandvik's
press release which was made public earlier today.

As a part of the Board's evaluation of the Offer, the Board has engaged
SEB Enskilda as financial advisor and Vinge 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
possibilities and risks related thereto.

The Board has noted that the price per share offered by Sandvik
represents a premium of approximately 25.8 per cent compared to the
volume weighted average share prices on NASDAQ OMX Stockholm during the
last three months, up to and including 4 November 2011 (i.e., the last
trading day prior to the announcement of the Offer)

Since the board members Annika Bäremo and Peter Larson are not
independent of Sandvik and thus have a conflict of interest, they have
not participated in the Board's handling of or resolutions regarding the
Offer.
Based on 145,467,690 shares outstanding (of which 43,500,000 series A
shares and 101,967,690 series B shares), which is the total number of
outstanding shares in Seco Tools.
Based on Seco Tools' volume weighted average price during the last three
months of SEK 78.08 per share and Sandvik's volume weighed average price
during the last three months of SEK 81.85 per share.

Compared to the closing prices on NASDAQ OMX Stockholm on 4 November
2011 (i.e., the last trading day prior to the announcement of the Offer)
of SEK 81.30 per share in Seco Tools and SEK 89.45 per share in Sandvik,
the Offer represents a premium of approximately 32.0 per cent.

SEB Enskilda has issued a fairness opinion to Seco Tools's Board of
Directors stating that the Offer is deemed fair from a financial
perspective for the shareholders in Seco Tools.

Under the Takeover Rules, the Board must also set out its views on the
impact that completion of the Offer may have on Seco Tools, especially
employment, and its views on Sandvik's strategic plans for Seco Tools
and the impact these could be expected to have on employment and Seco
Tools's business locations. In the Offer Press Release, Sandvik has
stated that Sandvik's intention is that the management team of Seco
Tools will continue as today, that Seco Tools will be an independently
managed product area under the umbrella of Sandvik Machining Solutions,
and that there is currently no intention to carry out any material
changes regarding Seco Tools' employees, terms of employment or the
places of business. The Board assumes that the statements in the Offer
Press Release are correct and has in relevant respects no reason to have
a different view.

On this basis, the Board unanimously recommends the shareholders of Seco
Tools to accept the Offer.

Anders Ilstam, Seco Tools Chairman of the Board comments:
”The Board of Directors of Seco Tools has evaluated the bid level as
well as the form of consideration in Sandvik's offer. In the context of
this evaluation, the Board has also noted that Seco Tools already today
is a subsidiary of Sandvik and that the two largest shareholders after
Sandvik have stated their intentions to accept the offer. Against this
background, the Board has unanimously reached the conclusion that the
best alternative for Seco Tools' shareholders is to accept the offer.”

This statement shall in all respects be governed by and construed in
accordance with Swedish law. Any dispute arising out of or in connection
with this statement shall be settled exclusively by Swedish courts.

Fagersta, 7 November 2011

SECO TOOLS AB (publ)

The Board of Directors

The information contained herein is made public in accordance with the
Securities Market Act and was submitted for publication on 7 November
2011, 8:10 a.m. CET.

For additional information contact Board Chairman Anders Ilstam, phone
+46 70-630 76 02.

E-mail can be sent to investor.relations@secotools.com.

Previously published information can be found under the heading “About
Seco & Investor Relations” on Seco Tools' website (www.secotools.com).
Seco Tools AB's corporate registration number is 556071-1060 and the
company's address is Seco Tools AB, SE-737 82 Fagersta, Sweden. The
telephone number to the Group head office is +46 223-400 00.

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 Based on 145,467,690 shares outstanding (of which 43,500,000 series A
shares and 101,967,690 series B shares), which is the total number of
outstanding shares in Seco Tools.

 Based on Seco Tools' volume weighted average price during the last
three months of SEK 78.08 per share and Sandvik's volume weighed average
price during the last three months of SEK 81.85 per share.