H Intressenter completes the offer to the shareholders in Höganäs and extends the acceptance period
This press release may not, directly or indirectly, be distributed or published in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America. The offer is not being made to (and acceptances will not be accepted from) persons in those countries or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law.
By way of press release on 11 February 2013, Lindéngruppen AB (”Lindéngruppen”) and Foundation Asset Management Sweden AB (”FAM”), through the jointly owned company H Intressenter AB (“H Intressenter”), announced a cash offer to the shareholders in Höganäs AB (publ) (“Höganäs” or the “Company”) to tender all shares in Höganäs to H Intressenter (the “Offer”).
- H Intressenter has decided to complete the Offer and all of the conditions for the completion of the Offer have thus been met or waived, including the condition regarding a minimum acceptance level of 90 percent.
- The Offer has been accepted to such extent that H Intressenter and Lindéngruppen following completion together will hold approximately 51.2 percent of the shares and 61.4 percent of the votes in Höganäs.
- H Intressenter extends the acceptance period to and including 6 September 2013, to allow for remaining shareholders to accept the Offer based on this new information.
“Our long-term main ownership in Höganäs is now further strengthened together with our partner FAM, says Erik Urnes, executive director of Lindéngruppen. With our joint industrial competence, we look forward to continue to develop the business in the long term together.”
“Our ambition was to, together with our partner, become sole owners of Höganäs through the bid, but this has not been fulfilled, says FAM’s executive director, Lars Wedenborn. The most important thing for us now is to, together with all shareholders, continue to work to develop the Company in the best possible way and to make sure that Höganäs is well prepared for the future.”
Lindéngruppen is the largest shareholder in Höganäs and prior to the announcement of the Offer, held 981,000 shares of series A and 6,669,000 shares of series B, corresponding to approximately 21.8 percent of the shares and 37.8 percent of the votes in the Company. In addition, H Intressenter has as previously communicated, acquired 4,408,046 shares of series B in Höganäs from Industrivärden, corresponding to 12.6 percent of the shares and 10.1 percent of the votes. Prior to the announcement of the Offer, H Intressenter and Lindéngruppen together controlled in total 981,000 shares of series A and 11,077,046 shares of series B, corresponding to 34.4 percent of the shares and 47.9 percent of the votes in Höganäs.
Jenny Lindén Urnes, who privately owns 20,000 shares of series B in Höganäs, will after completion of the Offer transfer all of her Höganäs shares to H Intressenter. The transfer will be made against a cash consideration corresponding to the price in the Offer.
Up to and including 16 August 2013, 5,886,257 shares have been tendered in the Offer, corresponding to approximately 16.8 percent of the shares and 13.5 percent of the votes in Höganäs. This implies that H Intressenter and Lindéngruppen together control in total 17,964,403 shares in Höganäs, corresponding to approximately 51.2 percent of the shares and 61.4 percent of the votes in the Company.
Since the Offer is now completed, Lindéngruppen will transfer all shares of series A and 3,182,162 shares of series B to H Intressenter, after which Lindéngruppen will hold 3,486,838 shares of series B corresponding to approximately 9.9 percent of the shares and 8.0 percent of the votes in Höganäs whereas H Intressenter will hold 981,000 shares of series A and 13,496,565 shares of series B corresponding to approximately 41.2 percent of the shares and 53.4 percent of the votes in Höganäs.
Lindéngruppen and FAM have entered into a long-term shareholders’ agreement with respect to H Intressenter and the parties' direct and indirect holding in Höganäs, whereby the parties have committed to take a long-term mutual approach and coordinate the voting rights in Höganäs for the purpose of obtaining a decisive influence over the management of the Company.
Following expiration of the extended acceptance period, H Intressenter and Lindéngruppen will request an extraordinary general meeting to be held in Höganäs in order to appoint a new Board of Directors that reflects the new ownership structure.
In order to enable shareholders who have not yet accepted the Offer to tender their shares to H Intressenter, the acceptance period for the Offer is extended to and including 6 September 2013 at 17.00. Settlement for shareholders who have already accepted the Offer will be made on or around 26 August 2013. Settlement for shareholders who accept the Offer during the extended acceptance period is expected to be commenced on or around 13 September 2013. H Intressenter may acquire shares in Höganäs in the market during the extended acceptance period.
For a comprehensive description of the Offer, including terms, conditions and instructions for participation in the Offer, please refer to the offer document, addendums to the offer document and the acceptance form for the Offer which are provided on www.h-intressenter.se and www.sebgroup.com/prospectuses.
Directly registered shareholders who wish to accept the Offer shall sign and send the acceptance form by mail to:
SEB Emissioner R B6, SE-106 40 Stockholm
Please note that the acceptance form must be received by SEB no later than 17.00 on 6 September 2013. Acceptance from shareholders in Höganäs whose shares are nominee registered shall be made in accordance with instructions from the nominee.
Höganäs on 20 August 2013
H Intressenter AB
The Board of Directors
The information in this press release was submitted
for publication on 20 August 2013 at 08.00.
For additional information about the Offer, please visit www.h-intressenter.se. All media inquiries should be directed to:
Erik Urnes, CEO, Lindéngruppen, telephone: +46-738 72 94 70
Lars Wedenborn, CEO, FAM, telephone: +46-735 23 77 35
Lindéngruppen in brief
Lindéngruppen, headquartered in Höganäs, is a family-owned industrial holding company founded by Ulf G. Lindén and is today owned by his daughter, Jenny Lindén Urnes. Core strategic holdings are Beckers, ColArt and Höganäs. Lindéngruppen’s objective is long term value creation through active and responsible ownership. For more information, visit Lindéngruppen’s website: www.lindengruppen.com.
FAM in brief
FAM, headquartered in Stockholm, is wholly-owned by and manages, through ownership and consultancy agreements, the assets of the three largest Wallenberg foundations – the Knut and Alice Wallenberg Foundation, the Marianne and Marcus Wallenberg Foundation, and the Marcus and Amalia Wallenberg Foundation. By being a long term, committed and value adding owner of successful companies, FAM shall create returns to enable research and education for the benefit of Sweden. FAM manages holdings including among others Investor, SKF, Stora Enso, SAAB and SEB. In 2012, the Foundations donated approximately SEK 1.5 billion to research and education. For more information, visit FAM’s website: www.fam.se.
Höganäs in brief
Höganäs was founded in 1797 and is the world’s leading producer of iron and metal powders. Over the years, the Company has developed in-depth application skills by building on its clear vision of the possibilities of powder to improve efficiency, the consumption of resources and environmental impact across a wide range of segments. Thus Höganäs can help create the automotive components, white goods, water and exhaust treatment products of the future in collaboration with its customers.
The Company had sales of approximately SEK 6.7 billion in 2012, and its shares of series B are listed on NASDAQ OMX, Mid Cap. For more information, visit Höganäs’ website: www.hoganas.com.
The Offer is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations.
This press release and any related offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by H Intressenter. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America. Accordingly, this press release and any related offer documentation are not being and should not be mailed or otherwise distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America.
H Intressenter will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America must not forward this press release or any other document received in connection with the Offer to such persons.
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.