Altor and Bure acquire Carnegie from the National Debt Office

Altor and Bure acquire Carnegie from the National Debt Office


Altor Fund III and Bure Equity AB have signed an agreement to acquire Carnegie
Investment Bank AB (“Carnegie” or the “Company”), a leading independent Nordic
investment bank, from the Swedish National Debt Office (the “National Debt
Office”).

- The strategic objective of Carnegie is to be the leading independent
investment bank in the Nordic region

- The new owners will continue Carnegie's traditional focus on client driven fee
and commission based business, building on Carnegie's long standing capital
markets and advisory franchise

- The total purchase consideration consists of a cash payment of SEK 1,402
million for all shares in Carnegie, with an additional earn-out structure
whereby any upside from certain credit positions is shared. This additional
payment will amount to at least SEK 250 million

- As a result of the recapitalisation of Carnegie by the National Debt Office,
the Company has a strong financial position with SEK 2.7 billion in
shareholders' equity and a tier 1 capital quotient of 3.0 as of 31 December 2008

- The new owners will support and complete the ongoing implementation of a
rigorous compliance framework, effective risk management processes, efficient
internal systems, and work closely with the Swedish Financial Supervisory
Authority (the “FSA”) to ensure full compliance with the regulatory requirements

- A new partnership structure will be introduced whereby a broad group of key
employees will become co-owners in the Company. This will promote long-term
value creation and further align the interests of shareholders, customers and
employees

Altor and Bure have also entered into a separate agreement with the National
Debt Office to acquire all shares in Max Matthiessen Holding AB (“Max
Matthiessen”), the leading Swedish independent adviser within pension insurance,
life insurance and long-term savings. Please refer to the separate press release
for further details. 

“Having worked with Carnegie for many years, we have always been impressed with
the strength of its franchise and quality of its people. For Altor and Bure this
is an opportunity to provide the foundation for Carnegie to regain and further
enhance its position as the leading independent investment bank in the Nordic
region. Given the issues that the Company has faced and the difficult near-term
market outlook there are no doubt challenges ahead, but we represent long-term
owners who can provide Carnegie the support needed to build a strong and
sustainable franchise”, said Harald Mix, Managing Partner at Altor Equity
Partners.

“We would like to thank the employees for remaining committed to, and clients
for remaining supportive of, Carnegie during a difficult time for the Company.
Together, the board, management and employees will put emphasis on the core
business, to serve our clients with high quality independent advice and flawless
execution. That way we can ensure that Carnegie remains a top ranked
institution”, said Patrik Tigerschiöld, Chairman of Bure.

Carnegie will be acquired through a holding company owned 65% by Altor and 35%
by Bure. It is intended that a broad group of key employees will become
co-owners in Carnegie. 

The cash consideration to acquire all of the shares in Carnegie from the
National Debt Office is SEK 1,402 million; SEK 877 million to be paid upon
closing of the transaction and SEK 525 million to be paid with interest on or
before 30 April 2010. In addition, Altor and Bure have agreed an earn-out
structure with the National Debt Office whereby any upside from certain credit
positions is shared between Altor and Bure and the National Debt Office. This
additional payment will amount to at least SEK 250 million.  

In order to ensure a smooth transition process, Harald Mix, Managing Partner at
Altor Equity Partners, and Patrik Tigerschiöld, Chairman of the Board of Bure,
will be invited to attend Carnegie Board meetings. A new Board of Directors will
be formed at closing of the transaction and will include Harald Mix, Patrik
Tigerschiöld, Fredrik Strömholm, Björn Björnsson and Arne Liljedahl. 

Securities & Investment Banking, Asset Management and Private Banking will form
three distinct business areas with clear local responsibility for revenues and
costs. Furthermore, a rigorous compliance framework, effective credit processes
and efficient internal systems will be implemented to ensure that Carnegie
operates well within regulatory guidelines and market practice in the future.

Carnegie's focus going forward will be on client driven business, such as full
service equities research and brokerage, corporate finance advisory, asset
management and private wealth management, rather than balance sheet driven
business, such as proprietary trading and equity finance. Consequently, Altor
and Bure will continue the strategic realignment started by Carnegie's
management and the National Debt Office to reduce the risk profile of the
Company. 
As a result of this strategic realignment, the balance sheet of Carnegie was
reduced from SEK 45.1 billion at the end of Q2 2008 to SEK 14.8 billion at the
end of Q4 2008, and the key tier 1 capital quotient was strengthened to 3.0 as
of 31 December 2008. The National Debt Office has converted substantially all of
its outstanding debt to Carnegie into equity as of 31 December 2008.

As part of the operational measures being implemented, Altor and Bure have
ensured that significant liquidity headroom is in place for Carnegie to operate
effectively under the revised business model, well above regulatory requirements
in order for the Company to regain the trust of existing and new customers in
the marketplace.

Altor and Bure will also put in place an appropriate and transparent incentive
program that will be based on management and employee ownership, long-term
profit generation, appropriate levels of risk taking and building of sustainable
franchise value for the benefit of all stakeholders.

The transaction is expected to close within three months subject to customary
conditions, including clearance from the FSA and competition authorities.

Financial advisers to Altor and Bure are Morgan Stanley, Lenner & Partners and
PricewaterhouseCoopers. Legal adviser to Altor and Bure is Linklaters. 

The National Debt Office will hold a press conference at 10.00 CET at Carnegie's
offices on Västra Trädgårdsgatan 15. Harald Mix and Patrik Tigerschiöld will be
present to answer questions. A webcast of the press conference will be available
on the Carnegie website www.carnegie.se. 


Gothenburg, 11 February 2009 

Bure Equity AB (publ)



For additional information, please contact: 
Patrik Tigerschiöld, Chairman Bure Equity AB	             Phone +46 8-614 00 20




__________________________________________________________________

The information contained herein is subject to the disclosure requirements of
Bure Equity AB under the Swedish Securities Market Act. This information has
been publicly communicated on 11 February, 2009, at 8:30 CET.
__________________________________________________________________

Bure Equity AB (publ), corp. ID No. 556454-8781
P O Box 5419, SE-402 29 Gothenburg
Phone +46 31 708 64 00, Fax +46 31 708 64 80
www.bure.se