Lund, Sweden, 2015-10-20 10:30 CEST (GLOBE NEWSWIRE) --
Catena AB (”Catena”) has today announced a public offer to the shareholders of Tribona AB (“Tribona” or “the Company”) to transfer all its shares in the Company to Catena for a consideration of SEK 42[1] in cash per share in Tribona, alternatively; a consideration of issued shares in Catena, corresponding to a value of SEK 45 per share in Tribona[2], (the “Offer”). The total value of the Offer has by Catena been assessed to approximately SEK 2,133 million for all shares in the Company.
Previously, Corem Property Group AB (”Corem”) has on 18 September 2015 announced a public offer to the shareholders of Tribona to transfer all their shares in the Company to Corem. For 50 per cent of the number of shares in Tribona, SEK 42 cash per share in Tribona was offered and for 50 per cent of the shares in Tribona, 0.243 new preference shares in Corem per share in Tribona was offered. Shareholders owning 1,000 shares or less in Tribona were offered cash consideration of SEK 42 per share in Tribona. On the same day, the Board of Directors’ bid committee, consisting of Mats-Olof Ljungquist, Malin Rylander-Leijon and Anneli Jansson (the “Bid Committee”),[3] announced its statement pursuant to section II.19 of the Takeover Rules, where the Bid Committee unanimously recommended Tribona’s shareholders not to accept Corem’s public offer, since the consideration was not considered to reflect the future potential of the Company. The Bid Committee further noted an uncertainty regarding the value that can be realised if Corem’s preference shares are sold.
The acceptance period of the Offer from Catena is expected to commence on 2 December 2015 and expire on 23 December 2015. According to Catena’s press release, shareholders holding less than 1,000 shares are solely offered the cash alternative as consideration. As an alternative, shareholders holding 1,000 shares or more are offered 375 issued shares in Catena per 1,000 existing shares in Tribona as consideration. Shareholders whose holdings are not evenly divisible by 1,000 will be offered the cash alternative for such excess shares. For more details about the Offer, please refer to the Catena’s press release.
The main shareholder of the Company, Klövern AB (“Klövern”) which holds approximately 29.55 per cent of the shares and voting rights in the Company[4], has agreed to transfer its shares to Catena for a consideration of SEK 42 in cash per share in Tribona. Furthermore, a large number of minority shareholders in the Company, representing approximately 32.5 per cent of the share capital in Tribona, have undertaken to accept the Offer, of which 27.6 per cent have accepted the share exchange alternative of the Offer. This implies that Catena, by the acquisition from Klövern and undertakings has ensured approximately 62 per cent of Tribona’s shares.
The Bid Committee will, in accordance with applicable regulations, evaluate the Offer from Catena to the shareholders of the Company and announce its opinion on the Offer as soon as possible.
In the statement of the Bid Committee on 18 September 2015 in relation to Corem’s public offer, the Bid Committee declared its intention to, in the interest of all shareholders, contact other potential interested parties to see if there would be any interest for an alternative offer to the shareholders in Tribona. Against this background, the Bid Committee welcomes the fact that shareholders holding 1,000 shares or more now are offered an improved consideration from Catena, compared to the offer made by Corem on 18 September 2015.[5] Such shareholders are offered an option between a cash alternative of SEK 42[6] per share, which exceeds the current value of Corem’s offer for shareholders holding 1,000 shares or more, and a share exchange alternative, which has been estimated by Catena to SEK 45[7] per Tribona share. The share exchange alternative gives the possibility to participate in the future development in Tribona and Catena, as well as possible future synergies.
FOR FURTHER INFORMATION
Mats-Olof Ljungquist, chairman of the Board of Directors of Tribona and spokesperson of the Bid Committee, tel. no. + 46 70 886 90 13
This information is such that Tribona AB (publ) is obliged to disclose under the Securities Market Act and/or the Financial Instruments Trading Act. The information was made available for publication on 20 October 2015, 10:30 CET.
ABOUT TRIBONA
Tribona AB (publ) is one of Sweden's largest listed pure-play logistic property company. The property portfolio consists of modern and strategically located logistic properties, 35 in Sweden and one in Denmark, with a total lettable area of about 704.000 square meters. For more information, please visit www.tribona.se
[1] This implies a premium of 9.4 per cent of Tribona’s share compared to the closing price on 19 October 2015
[2] Based on the closing price of Catena’s shares on 19 October 2015, which implies a premium of 17.2 per cent of Tribona’s share compared to the closing price on 19 October 2015.
[3] The Extraordinary General Meeting of Tribona on 23 October 2015 will resolve on, among other things, election of Board Members. In connection hereof, Mats-Olof Ljungqvist and Malin Rylander-Leijon have informed the Board of Directors of Tribona that they are not available for re-election at the Extraordinary General Meeting. Consequently, they will not remain as Board Members thereafter. This implies that the Board of Directors may have a different composition after 23 October 2015 and therefore, the Bid Committee may also have a different composition.
[4] Based on 48,657,051 outstanding shares in the Company.
[5] Based on a comparison between the Offer and a estimation of the real value of Corem’s offer on 19 October 2015 of SEK 39.21 (corresponding to a total bid value of MSEK 1,908).
[6] This implies a premium of 9.4 per cent of Tribona’s share compared to the closing price on 19 October 2015
[7] Based on the closing price of Catena’s shares on 19 October 2015, which implies a premium of 17.2 per cent compared to the closing price on 19 October 2015.
