Public offer to the shareholders in Norrporten of 140 SEK per share

Public offer to the shareholders in Norrporten of 140 SEK per share The Sixth AP-fund, the estate of Ingemar Petersson, Ove Jerselius through company, Rune Glavare, Anders Wiklander through company and three other individuals make a public cash offer of 140 SEK per share to the other shareholders in Norrporten ("the Offer") through the jointly owned 1 company NS Holding AB ("NS Holding") For each share in Fastighetsaktiebolaget Norrporten ("Norrporten"), SEK 140 in cash is offered. No commission will be charged. The Offer represents a premium of 29 % or 27 %, based on the average last price paid 30 or 10 trading days preceding the temporary suspension of dealings in the Norrporten share, August 17, 2000, respectively. NS Holding is controlled by the Sixth AP-fund, the estate of Ingemar Petersson (main shareholder in Norrporten), Ove Jerselius through company, Rune Glavare, Anders Wiklander through company and three other individuals. The owners of NS Holding own 23.4 % of the number of shares and votes in Norrporten and will transfer their shares in Norrporten to NS Holding. Skanska Invest AB, owner of 25.0 % of the number of shares and votes in Norrporten, has declared a positive view of the Offer and intends to transfer its shares in Norrporten under the Offer. Initia AB, a fully owned company of the Petersson family, owner of 24.6 % of the number of shares and votes in Norrporten, has undertaken to transfer its shares under the Offer. The Chairman of the Norrporten Board of Directors, Thomas Alexandersson, and the CEO, Anders Wiklander, are Chairman of the Board and CEO, respectively, in NS Holding. 2 The Board of Directors of Norrporten will evaluate the Offer based upon an independent valuation (fairness opinion). It is expected that the prospectus will be distributed to the shareholders in Norrporten on or about September 14, 2000. NS Holding has received binding credit commitments from Handelsbanken to cover the requisite financing of the Offer. Background to the Offer Norrporten was established in 1992 and was introduced 1994 on the O-list of OM Stockholm Exchange. The company is a pure property company focused on property holdings and management in the northern part of Sweden, with headquarters located in Sundsvall and local branches in Luleå, Umeå and Östersund. In 1997, the company was transferred to the A-list at OM Stockholm Exchange. Norrporten has expanded successively through larger acquisitions and today owns properties with a total area of about 515,000 2 m . Despite good result and cash flow growth, Norrporten has, like many other property companies, had a weak share price performance in recent years. The intention is to continue to operate Norrporten with present management and unchanged business idea and strategy. "Norrporten is a well managed company, but the low liquidity in the share means that the value of its prospects are not fully appreciated by the stock market. The company's strong and stable cash flow fits our investment portfolio", says Erling Gustafsson, CEO at the Sixth AP-fund. The Offer to the shareholders in Norrporten The Board of Directors of NS Holding has decided to make a public offer to the shareholders in Norrporten to acquire their shares in Norrporten. For each share in Norrporten, SEK 140 in cash is offered. No commision will be charged. Conditions for the Offer The Offer is conditional upon the following: That the Offer is accepted to the degree that NS Holding becomes the owner of more than 90 % of the total number of shares in Norrporten. NS Holding reserves the right to implement the Offer even if it is accepted to a lesser degree. That the acquisition, prior to announcement that the Offer is being implemented, in NS Holding's opinion, is not rendered partly or wholly impossible or significantly impeded as a result of legislation, a court ruling, the decision of a public authority or a comparable circumstance in Sweden or in an another country that is in effect or may be anticipated at the time such judgement is made, or by any other circumstance beyond NS Holding's control. Bid premium NS Holding's offer of 140 SEK per share represents a premium of 29 % or 27 % based on the average last price paid 30 or 10 trading days preceding the temporary suspension of dealings in the Norrporten share, August 17, 2000, respectively. Financing of the Offer NS Holding's acquisition of Norrporten will be financed partly with capital from NS Holding's owners, partly with bank loans. NS Holding has received binding credit commitments from Handelsbanken to cover the requisite financing of the Offer. NS Holding - shareholding, Board of Directors etc. NS Holding is controlled by the Sixth AP-fund (43.5 %), the estate of Ingemar Petersson (26.1 %), Ove Jerselius through the fully owned company Prolex Film & Video AB (13.0 %), Rune Glavare (founder of Essex in Sundsvall) (8.7%), Anders Wiklander (CEO of Norrporten) through the fully owned company Anders Wiklander AB (5.2 %), and three other individuals: Manne Boström (marketing manager in Norrporten) (0.3 %), Hans Karlsson (1.7 %) and Ola Nordgren (1.4 %). The Board of Directors in NS Holding consists of the Chairman Thomas Alexandersson (Chairman of the Board of Directors in Norrporten), CEO Anders Wiklander, Håkan Bohlin (Investment Manager at the Sixth AP-fund), Bo Petersson (representing the estate of Ingemar Petersson) and Ove Jerselius (CEO at Prolex Film & Video AB). In connection with the capitalisation of NS Holding, when the Offer is declared unconditional, the estate of Ingemar Petersson will transfer 1,840,000 shares (21.8 % of the number of shares and votes), Anders Wiklander AB 62,000 shares (0.7 % of the number of shares and votes), Manne Boström 6,400 shares (0.1 % of the number of shares and votes) and Ola Nordgren 65,000 shares (0.8 % of the number of shares and votes) in Norrporten to NS Holding. NS Holding will thereafter own totally 1,973,400 shares, representing 23.4 % of the number of shares and votes in Norrporten. Preliminary time table Prospectus estimated to be published September 14, 2000 Norrporten quarterly report October 13, 2000 Acceptance period September 18 - October 19, 2000 Expected date of payment November 1, 2000 NS Holding reserves the right to prolong the acceptance period, as well as the right to postpone the time for settlement. Advisors Enskilda Securities AB is the financial advisor to NS Holding. Lenner & Partners Corporate Finance AB is financial advisor to the Petersson family and company. August 21, 2000 NS Holding AB The Board of Directors For further information: Anders Wiklander, CEO Norrporten (060- 64 12 00, 070 - 554 70 40) Håkan Bohlin, Investment Manager the Sixth AP-fund (031 - 741 10 20, 0708 - 74 10 20) ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2000/08/21/20000821BIT00810/bit0001.doc http://www.bit.se/bitonline/2000/08/21/20000821BIT00810/bit0002.pdf

Subscribe