HANZA acquires Metalliset Group and carries out a rights issue, bringing 50 MSEK to HANZA

HANZA Holding AB (publ) (”HANZA” or the ”Company”) has as of today entered into
an agreement regarding the acquisition of all outstanding shares in Metalliset
Oy (“Metalliset”), a parent company in an international manufacturing group with
a turnover of a approx. 375 MSEK and an EBITDA of approx. 45 MSEK. The total
purchase price amounts to approx. 70 MSEK, of which a substantial part consists
of new shares in HANZA. Therefore, the board of directors intends to carry out
an issue of new shares to the current shareholders of Metalliset, corresponding
to approx. 15 % of the total shares in HANZA, in connection with the
acquisition. Further, a fully guaranteed rights issue of 50 MSEK will be carried
out in order to finance the acquisition and capitalize the new group.
Metalliset provides high quality mechanical manufacturing and has approx. 500
employees in Finland, Estonia, the Czech Republic and China. The customers are
larger, well-known Nordic companies. Through the acquisition HANZA creates a
group with a turnover of about SEK 1.5 billion and a profitability which is
considerably higher than the current level, both in absolute and relative
figures. Through the acquisition, the number of manufacturing technologies
provided in HANZA’s all-you-need-is-one™ and MIG™ concepts is increased and
HANZA’s geographical presence is strengthened.

The total purchase price amounts to approx. 70 MSEK and consist of one part cash
and one part newly issued shares in HANZA to be paid at completion, as well as
an earn-out based on the financial outcome 2015 of Metalliset group . The earn
-out cannot exceed 1 MEUR. In order to finance the acquisition and capitalize
the new group, the board of directors of HANZA has resolved, subject to the
approval by the general meeting, on a rights issue bringing 50 MSEK to HANZA
prior to transaction costs. The board of directors intends to convene an
extraordinary general meeting of shareholders within shortly where the board of
directors intends to propose that the general meeting approves of the board of
directors’ decision on the rights issue.  In addition, the board of directors
intends to propose that the general meeting authorises the board of directors to
resolve on a directed issue of new shares corresponding to approx. 15 % of the
outstanding shares in HANZA, after the rights issue and the aforementioned
directed issue of new shares. The share issue shall be directed towards the
current shareholders of Metalliset as a part of the agreed purchase price.
Payment for the new shares in HANZA shall be made by way of set-off against the
claim for payment of a part of the purchase price for the shares of Metalliset
in accordance with the share purchase agreement entered into between the Company
and the current shareholders of Metalliset. The completion of the acquisition of
Metalliset is preconditioned upon that the general meeting resolves in
accordance with the board of directors’ proposal as described above and that the
necessary approvals for the completion of the acquisition are obtained from the
Estonian competition authority.

“Metalliset is a very well-managed enterprise and the acquisition is an
important step in the development of HANZA”, says Erik Stenfors, CEO of HANZA.
“Our opinion is that there are great synergies to be obtained in relation to our
existing mechanical division and the direction management of Metalliset has a
market leading competence within the industry field and will work actively in
the integration phase. Through the acquisition we will create a profitable and
financially stable group, with the most modern business model on the market.”

“We are happy with this deal which provides great opportunities for the
Metalliset group going forward”, says Matti Hirvonen, CEO of Metalliset.
“HANZA’s developed business model towards complete manufacturing and
manufacturing solutions creates new possibilities for Metalliset’s customers”.

About the rights issue

On 1 July 2015 the board of directors of HANZA resolved, subject to the approval
by the general meeting, on a rights issue of not more than 8 574 411 new shares
in HANZA. Upon full subscription, the rights issue will bring approx. 50 million
SEK to HANZA before transaction The rights issue is fully guaranteed though
subscription undertakings and underwriting guarantees by current shareholders
and external investors.

The right to subscribe for new shares shall belong to those persons who on the
record date for the new issue of shares are recorded as shareholders of the
company, where 1 existing share shall entitle to 1 new share in the rights
issue.

In the event that all new shares are not subscribed for with pre-emption rights
the board of directors shall, within the limit of the maximum number of shares
to be issued, resolve on allocation of shares that are not subscribed for with
pre-emption rights. Such allocation shall firstly be made to the guarantors who
have stated in their underwriting guarantees that they wish to have a
prioritised amount in the allocation of the shares not subscribed for with pre
-emption rights whereby the distribution among them shall be in accordance with
the respective prioritised amount of each guarantor, or if full allocation
cannot be made, pro rata in relation to each guarantor’s prioritised amount;
secondarily to other subscribers in relation to subscribed amount, and if this
is not possible, through drawing of lots; and thirdly to the guarantors who have
entered into underwriting guarantees wityh regards to the rights issue
(including the guarantors with a prioritised amount in the allocation in
accordance with the above) pro rata in relation to the guaranteed amount (after
deduction of the recieved part of the prioritised amount, if applicable).

The board of directors intends to convene an extraordinary general meeting of
shareholders within shortly where the board of directors intends to propose that
the general meeting approves of the board of directors’ resolution on the rights
issue.  The board of directors’ resolution on the rights issue, in which the
record date for obtaining subscription rights and the other terms of the rights
issue is stated, will be included in its entirety in the notice to attend the
general meeting. The Company will prepare a prospectus in connection with the
rights issue. The prospectus is expected to be made public in August 2015.

About the directed issue of new shares for the fulfilment of the share part of
the purchase price

The board also intends to propose that extraordinary general meeting resolves to
authorise the board of directors to resolve on a directed issue to the current
shareholders of Metalliset consisting of no more than 3 026 369 new shares in
the Company at a subscription price of SEK 5.8 per share, as the share part of
the agreed purchase price. Payment for the new shares shall be made by way of
set-off against the claim for payment of a part of the purchase price for the
shares of Metalliset in accordance with the share purchase agreement entered
into between the Company and the current shareholders of Metalliset.

Miscellaneous

The rights issue and the authorisation described above require a decision in
accordance with the board of directors’ proposal at the general meeting.  The
board of directors intends to convene an extraordinary general meeting within
shortly to discuss the questions above. Further, the board of directors also
intends to propose an amendment of the articles of association in order to
change the limits on the number of shares and the share capital and to propose
the general meeting authorises the board of directors to resolve on share issues
in certain other cases. The election committee has also announced that it, as a
consequence of the acquisition of Metalliset, intends to propose changes to the
composition of the board of directors as well as changed principles for the
composition of the election committee.

Advisors

Advokatfirman Lindahl, Uppsala, is HANZA’s legal advisor and Beringer Finance is
HANZA’s financial advisor in connection with the acquisition and the rights
issue.
For more information please contact:
 (per.tjernberg@kullsvik.com)Erik Stenfors, CEO, +46 (0) 709-50 80 70,
erik.stenfors@hanza.com
Lars Åkerblom, CFO, +46 (0)70-794 98 78, lars.akerblom@hanza.com

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The information in this press release is such that HANZA must disclose it in
accordance with the Securities Markets Act and/or the Financial Instruments
Trading Act. The information was submitted for publication at 10.00 am (CET),
July 1, 2015. Erik Penser Bankaktiebolag is the company's certified adviser.

Important information
This press release may contain certain forward-looking statements that reflect
HANZA’s current views of future events and financial and operational
performance. Words such as "intends", "anticipates", "expects", "may", "plan ",
"anticipate" or similar expressions regarding indications or predictions of
future developments or trends, and are not based on historical facts, constitute
forward-looking information. Forward-looking information is inherently
associated with both known and unknown risks and uncertainties because it is
dependent on future events and circumstances. Forward-looking statements are not
guarantees regarding future results or developments and actual results may
differ materially from those set forth in forward-looking information.