STOCKHOLM, Sweden, March 15, 2002 (PRIMEZONE) -- On January 29, 2002, the Board of Directors of Smurfit Holdings AB ("Smurfit"), a wholly owned subsidiary of Jefferson Smurfit Group plc, made a public offer to the shareholders and holders of convertible loan notes in Munksjo AB (publ) ("Munksjo") whereby Smurfit offered SEK 77 for each share in Munksjo and offered the holders of convertible loan notes in Munksjo 100 percent of the nominal value plus accrued interest (the "Initial Offer").
Smurfit has noted the recommendation by the Board of Munksjo to the shareholders in Munksjo dated March 1, 2002 and statements made by certain shareholders in Munksjo regarding the Initial Offer. Taking this information into consideration, Smurfit has decided to increase the offer to the shareholders in Munksjo to SEK 85 in cash for each share in Munksjo (the "Revised Offer").
The Revised Offer to the shareholders
-- Smurfit is offering SEK 85 in cash for each share in Munksjo. This
represents a premium of 33 per cent compared to the last price
paid for the Munksjo share on the last trading day prior to the
announcement of the Initial Offer. The Revised Offer represents a
premium of 34 per cent compared to the average closing price
paid for the Munksjo share during the last 30 trading days prior
to the announcement of the Initial Offer. The total value of the
Revised Offer for the outstanding shares in Munksjo amounts to SEK
2,467 million.
-- The Revised Offer is not conditional upon any level of acceptance
being reached which means that Smurfit will acquire all shares
tendered irrespective of the number of acceptances.
-- The Revised Offer is Smurfit's final offer to the shareholders in
Munksjo and no further increase will be made to the Revised Offer.
-- The acceptance period has been extended to March 28, 2002.
Conditions of the Revised Offer
The Revised Offer is conditional upon:
-- all regulatory requirements and necessary regulatory approvals in
Sweden and elsewhere in connection with the Revised Offer or the
acquisition of Munksjo including, among other things, all
necessary approvals from relevant competition authorities being
obtained on conditions that in the judgement of Smurfit do not
materially affect the acquisition or the Revised Offer; and
-- the acquisition, during the period up to the end of the acceptance
period or any extension thereof, in the judgement of Smurfit, is
not rendered partially or wholly impossible or significantly
impeded as a result of legislation, regulation, any decision of
court or public authority or comparable measures in Sweden or
elsewhere.
The Revised Offer
-- Smurfit is offering the shareholders in Munksjo SEK 85 per share
in cash.
-- The Munksjo shares will be acquired with all rights attached
thereto including the right to receive and retain all dividends or
other distributions declared or payable on or after the date of
this announcement.
The holders of convertible loan notes are offered the same terms as in the Initial Offer.
No commission will be charged.
The acceptance period has been extended until March 28, 2002. It is the intention of Smurfit to make an announcement as to the outcome of the Revised Offer on or about April 3, 2002. Settlement is expected to be made on or about April 8, 2002. The original acceptance form is also valid for the Revised offer. Shareholders who have already submitted acceptance forms under the Initial Offer will automatically receive the amount represented by the Revised Offer upon settlement provided the conditions of the Revised Offer are met.
Prior to this announcement Smurfit has informed the Board of Munksjo of the content of the Revised Offer. The Board of Munksjo has not yet formed an opinion on the Revised Offer but Smurfit believes that acceptance of the Revised Offer is in the best interest of all shareholders in Munksjo.
Comment from Gary McGann, COO of Jefferson Smurfit Group plc
"We have been a supportive shareholder in Munksjo for over six years, actively contributing to its expansion and development. Jefferson Smurfit now wants to acquire the whole company in order to maximize its potential by building on its strengths.
"As consistently stated, it is our intention to continue to develop the company, and we are convinced that together with management and employees we can add to its positive development. In our view Munksjo and Jefferson Smurfit Group together have better possibilities to develop in an industry undergoing increasing consolidation."
Advisers
Alfred Berg and UBS Warburg Ltd. are financial advisers to Smurfit in connection with the offer to Munksjo's shareholders and holders of convertible loan notes.
Invitation to press and analyst meeting
A press and analyst meeting will be held at 2 p.m. (CET) today at the offices of Alfred Berg, Birger Jarlsgatan 7, Stockholm.