The Board of Directors of ElektronikGruppen unanimously recommends that the shareholders of ElektronikGruppen accept the public offer made by Kamic Electronics.
Background
This statement is made by the Board of Directors (the “Board of Directors”) of ElektronikGruppen BK AB (publ) (the “Company” or “ElektronikGruppen”) pursuant to section II.19 of NASDAQ OMX Stockholm’s rules concerning Takeover Bids on the Stock Market (the “Takeover Rules”).
Kamic Electronics AB (“Kamic Electronics”) announced, on 22 June 2011, a public cash offer to the shareholders of ElektronikGruppen to transfer all of their shares in ElektronikGruppen to Kamic Electronics for a consideration of SEK 38 in cash per share (the “Offer”). The total value of the Offer is approximately SEK 213 million.
Kenneth Lindqvist, chairman, and Thomas Wernhoff, deputy chairman, have, as being the two largest shareholders in ElektronikGruppen and jointly controlling the offeror Kamic Electronics1, not participated in handling any questions relating to the Offer due to their conflict of interest. All of the other members of the Board of Directors have participated in handling the matter and, hence, a required quorum has been satisfied.2
According to the press release issued by Kamic Electronics on 22 June 2011, the Offer represents a premium of:
- 31.0 percent compared to the closing price of SEK 29 for the class B shares in ElektronikGruppen on NASDAQ OMX Stockholm on 21 June 2011, being the last trading day prior to the announcement of the Offer;
- 32.3 percent compared to the volume-weighted average price during the last 10 trading days prior to announcement of the Offer; and
- 30.6 percent compared to the volume-weighted average price during the last 30 trading days prior to the announcement of the Offer.
The acceptance period commenced on 8 July 2011 and is expected to end on or about 12 August 2011. The Offer is conditional upon, inter alia, being accepted to such an extent that Kamic Electronics becomes the owner of more than 90 percent of the shares in ElektronikGruppen and that approvals from relevant competition authorities being obtained on terms acceptable to Kamic Electronics. For further details regarding the Offer, reference is made to Kamic Electronics’ press release issued on 22 June 2011 and Kamic Electronics’ offer document and supplement to the offer document issued on 7 July 2011 and 18 July 2011, respectively.
The Company has, at the request of Kamic Electronics, disclosed information necessary for Kamic Electronics’ notifications to relevant competition authorities and financing of the Offer. Kamic Electronics has, through this procedure, not received any non-public information which may reasonably be expected to affect the price of the Company’s shares.
The Board of Directors has been assisted by Carnegie Investment Bank AB as financial advisor and Gernandt & Danielsson Advokatbyrå KB as legal advisor in relation to the Offer. Given that the Offer is being made by a company controlled by the Company’s board members Kenneth Lindqvist and Thomas Wernhoff, the Company has been obliged to obtain, and publish, a valuation opinion, a so called fairness opinion, from an independent expert. For this reason, Navigo Partners AB has issued a fairness opinion with respect to the Offer.
The Board of Directors’ recommendation
The Board of Directors has based its opinion on the Offer on an assessment of a number of factors that the Board of Directors has deemed 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 thereto related possibilities and risks as well as the liquidity in the Company's share.
The assessment is further based on a fairness opinion from Navigo Partners AB delivered to the Board of Directors. The opinion in its entirety is attached to this press release (in a Swedish language version). As appears from the opinion, Navigo Partners’ opinion is that the Offer is not unreasonable from a financial perspective for holders of shares in ElektronikGruppen.
On this basis, the Board of Directors unanimously recommends ElektronikGruppen’s shareholders to accept the Offer of SEK 38 per share.
Under the Takeover Rules, the Board of Directors must also, based on the statement made by Kamic Electronics in its press release issued on 22 June 2011 or in the offer document issued on 7 July 2011, set out its views on the impact the implementation of the Offer will have on ElektronikGruppen, especially employment, and its view on Kamic Electronics strategic plans for ElektronikGruppen and the impact these could be expected to have on the employment and on ElektronikGruppen’s business locations. In this respect, the Board of Directors notes that Kamic Electronics has stated that it, even though Kamic Electronics will only post completion undertake a detailed structure analysis with the aim to secure ElektronikGruppen’s identity within the new group, expects no major short-term changes for either management or other employees (including employment conditions) or for the degree of employment in the ElektronikGruppen subsidiaries. The Board of Directors assumes that this description is correct and has in relevant aspects no reason to take another view.
This statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
Stockholm 28 July 2011
ElektronikGruppen BK AB (publ)
The Board of Directors
1 According to the press release issued by Kamic Electronics on 22 June 2011, Kenneth Lindqvist, together with related parties, and Thomas Wernhoff owns or otherwise controls in total 150,000 shares of class A and 1,924,159 shares of class B in ElektronikGruppen. The shareholding corresponds to approximately 37.1 percent of the share capital and approximately 49.3 percent of the votes in ElektronikGruppen. In addition, pursuant to option agreements, Kamic Electronics has the right to acquire 83,047 shares of class B, corresponding to approximately 1.5 percent of the share capital and approximately 1.2 percent of the votes in ElektronikGruppen.
2 The Board of Directors has decided to establish an independent committee, consisting of board members Catharina Lagerstam and Magnus Norman, both independent in relation to the Company, to handle questions in relation to the Offer.
For questions and further information please contact:
Catharina Lagerstam, member of the ElektronikGruppen BK AB’s Board of Directors
Magnus Norman, member of the ElektronikGruppen BK AB’s Board of Directors
Both can be reached through
Håkan Lundgren, Head of Corporate Communications in ElektronikGruppen BK AB, telephone +46 (0)8 759 35 79
The information contained herein is subject to the disclosure requirements of ElektronikGruppen pursuant to the Securities Market Act, the Financial Instruments Trading Act and/or the requirements in the listing agreement with NASDAQ OMX Nordic in Stockholm. The information was submitted for publication on 28 July 2011, 18:30 CET.
ElektronikGruppen is one of the Nordic region's leading suppliers of high-tech electronic components, systems and production equipment for the electronics industry. The Group consists of some 15 companies that are organised in three business areas. Together, the companies are active in 11 countries in Northern Europe and Asia. The Group recorded net sales of SEK 922 M in 2010. The share is quoted on NASDAQ OMX Stockholm.
