H Intressenter's offer to the shareholders in Höganäs adjusted for dividend. Acceptance period extended due to competition filing.
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 (“Höganäs” or the “Company”) to tender all shares in Höganäs to H Intressenter (the “Offer”).
The Annual General Meeting of Höganäs on 29 April 2013 has decided to declare a dividend of SEK 10 per share for the financial year 2012, with Friday 3 May 2013 as the record date, as set out in the report from the annual general meeting published by Höganäs. According to the terms of the Offer, the offered price for the shares is subject to adjustment should Höganäs pay any dividend or make any other value distribution to the shareholders prior to settlement of the Offer. The offered price of SEK 320 per share will accordingly be reduced by SEK 10 to SEK 310 per share. The report from the Annual General Meeting of Höganäs, in which the resolution to declare a dividend is described, is available at www.hoganas.com.
The completion of the Offer is subject to, inter alia, approvals from competition authorities in a number of jurisdictions. H Intressenter has so far received approvals from the competition authorities in all necessary jurisdictions save for Ukraine, the EU and China. Approvals in Ukraine and in the EU are expected to be obtained by the end of May. In China, H Intressenter submitted its application to the competition authorities on 15 March 2013. It is, however, still uncertain when approval will be obtained. Consequently, H Intressenter extends the acceptance period for the Offer to and including 20 June 2013. If the review by the competition authorities would take longer, and the necessary approvals are therefore not obtained before the expiry of the acceptance period, the acceptance period will be extended further.
Provided that H Intressenter around 25 June 2013 announces that the Offer is completed, settlement is expected to commence around 28 June 2013.
The information in this press release was submitted for publication on 30 April 2013 at 07.30.
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.