Lifco publishes the prospectus and announces the price for its IPO on Nasdaq Stockholm

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA

On 27 October 2014, Lifco AB (publ) (“Lifco” or “the Company”) and its owner Carl Bennet AB (“CBAB” or “the Principal Shareholder”) announced the intention to float Lifco on Nasdaq Stockholm. Today, Lifco publishes the prospectus and announces the price for the initial public offering (“IPO”).

The offering in brief

  • The offering comprises existing series B shares in Lifco and is directed to the general public in Sweden and to institutional investors in Sweden and abroad (“the Offering”)
  • The price of the Offering is SEK 93 per share (“the Offering Price”), corresponding to a market value of all shares issued by Lifco of approximately SEK 8.4 billion
  • The Offering comprises 34,602,400 existing series B shares, offered for sale by the Principal Shareholder, corresponding to approximately 38.1% of the total number of shares in the Company
  • CBAB has reserved the right to expand the Offering with not more than 6,606,700 additional series B shares. Furthermore, the Offering may comprise not more than 4,120,900 additional series B shares in order to cover any over-allotment (the “Over-allotment option”)
  • If CBAB decides to expand the Offering in full, and if the Over-allotment Option is fully exercised, the Offering will comprise 45,330,000 series B shares, corresponding to approximately 49.9% of the total number of shares in the Company
  • The Fourth Swedish National Pension Fund (AP4) and Didner & Gerge Fonder have agreed to acquire in total 13,626,400 series B in the Offering, at the same terms and conditions as other investors, corresponding to approximately 15.0% of the total number of shares in Lifco
  • CBAB has the intention of remaining a long-term majority owner in the Company
  • A prospectus with full terms and conditions is made public today, 7 November 2014, on the Company’s website www.lifco.se
  • Expected first day of trading on Nasdaq Stockholm is 21 November 2014 with the ticker ”LIFCO B”

Fredrik Karlsson, CEO of Lifco, comments:

”Our goal is to increase profits every day, and we are very satisfied with the profit growth achieved since the public takeover of Lifco by CBAB. Access to the capital markets will be positive for our business model, which is based on acquiring and developing companies. We look forward to continuing the development of Lifco in a public environment.”

Carl Bennet, Chairman of the Board of Directors of Lifco and owner of CBAB, comments:

”Fredrik Karlsson has, together with the management team, Lifco’s subsidiary heads and Lifco´s employees, developed a strong group of leading industry and trade operations. We believe an IPO will benefit Lifco and at the same time, a transparent structure with three listed holdings in Lifco, Getinge and Elanders will simplify the corporate governance in CBAB, for both me and the next generation. We are very pleased to have obtained AP4 and Didner & Gerge, two competent investors with a long-term perspective, as shareholders in Lifco already at this early stage.”

Background and motives

In August 2000, Lifco was acquired by CBAB through a public takeover bid. At that time, Lifco was a listed company, and CBAB was the principal shareholder, with 20.0% of the share capital and 50.1% of the voting rights. The Company’s operations were focused on the distribution of dental products and health and self-care products. Since the acquisition, and following an initial streamlining of the operations through a disposal of large parts of the health and self-care operations in 2001, the Company, with Fredrik Karlsson as CEO, has invested in expanding and developing the dental operations, both through organic growth and acquisitions. In 2006, Lifco merged with its sister company Sorb Industri AB, which contributed the Demolition & Tools and Systems Solutions business areas, thereby creating a diversified industrial group focused on leading businesses within specific niche areas. The Company’s strong market positions and diversified operations helped Lifco to navigate successfully the financial turbulence after 2009, retaining profitability, and since then the Company has continued to grow with good profitability.

The Principal Shareholder, with the support of the Board of Directors of Lifco, is of the opinion that this is an appropriate time to list Lifco. Lifco has established a stable platform through which it continues to have the potential for substantial growth in the future and improved results. The listing gives Lifco access to the Swedish and international capital markets, which, it is believed, will promote the Company’s continued growth and development.

Furthermore, a diversification of the ownership of Lifco facilitates and contributes to employee ownership in the Company, provides improved conditions for increasing awareness about the Company and strengthens Lifco’s brand recognition. The listing will also be a stamp of quality for the Company which is expected to generate a positive effect on relationships with customers and other parties.

The Offering

The Offering comprises 34,602,400 existing series B shares, corresponding to approximately 38.1% of the number of shares and 23.8% of the votes in the Company. The Principal Shareholder has reserved the right to expand the Offering with no more than 6,606,700 additional series B shares, corresponding to approximately 7.3% of the shares and approximately 4.5% of the votes in the Company.

In addition, CBAB has undertaken, at the request of SEB, to sell up to 4,120,900 additional series B shares at a price corresponding to the Offering Price, in order to cover any over-allotment in connection with the Offering. Provided that the Offering is expanded in full and the Over-allotment Option is fully exercised, the Offering will comprise a total of 45,330,000 series B shares, corresponding to approximately 49.9% of the shares and approximately 31.1% of the votes in the Company. The Principal Shareholder’s remaining ownership will be approximately 50.1% of the shares and approximately 68.9% of the votes in the Company.

The Offering is directed to the general public in Sweden and to institutional investors in Sweden and abroad. The Offering Price is SEK 93. Brokerage commission will not be charged.

The Fourth Swedish National Pension Fund (AP4) and Didner & Gerge Fonder (the “Cornerstone Investors”) have each committed, subject to inter alia completion of the Offering, to acquire 6,813,200 series B shares in the Offering, at the same terms and conditions as other investors, corresponding to approximately 7.5% of the shares and approximately 4.7% of the votes in the Company. Hence, the Cornerstone Investors have committed to acquire a total of 13,626,400 series B shares in the Offering, corresponding to approximately 15.0% of the total shares and approximately 9.4% of the votes in the Company. The Cornerstone Investors have been guaranteed full allocation for such number of shares. Consequently, 30.1% of the maximum size of the Offering is secured (assuming full expansion of the Offering and that the Over-allotment option is fully exercised).

About Lifco

Lifco acquires and develops market leading companies, operating in niche markets with a potential to deliver sustainable profit growth and good cash flow. Since 2006, Lifco has reported a compound annual sales growth of 12.6% and, during the same period, the Company has reported compound annual average EBITA growth of 13.8%. The strong rate of growth – both in terms of sales and EBITA – is a result of the Company’s business concept to acquire and develop market leading niche companies with potential to deliver sustained profit growth and attractive cash flows. Today, Lifco is active with approximately 30 operative units in approximately 30 countries with net sales of MSEK 6,580 and EBITA of MSEK 904 based on the last twelve months up to and including September 2014. Lifco is organized in three business areas: Dental, Demoliton & Tools and Systems Solutions.

Dental is a leading supplier of dental products in Northern and Central Europe. In 2013, this business area represented 47% of the group’s net sales and 52% of the group’s EBITA[1].

Demolition & Tools develops, produces, sells and distributes demolition machines, tools and accessories for the demolition and construction industry. In 2013, this business area represented 20% of the group’s net sales and 32% of the group’s EBITA1.

Systems Solutions consists of businesses which deliver systems solutions to niche markets, and includes fittings for service vehicles, contract manufacturing, recycling plants, relining and sawmill equipment. In 2013, this business area represented 33% of the group’s net sales and 15% of the group’s EBITA1.

Prospectus

Prospectuses and application forms relating to the Offering will be made public today, 7 November 2014, on Lifco’s website, www.lifco.se, SEB’s website for prospectuses, www.sebgroup.com/prospectuses, ABG Sundal Collier’s website for prospectuses, www.abgsc.se/Content/Transaction-documents, as well as Carnegie’s website, www.carnegie.se. Prospectuses and application forms can also be ordered from Lifco as well as from any of SEB’s offices. Applications for acquisition of shares in the Offering can also be made via Avanza (www.avanza.se) and Nordnet (www.nordnet.se).

Timetable

Application period for the general public in Sweden: 10-19 November 2014
Application period for institutional investors: 10-20 November 2014
First day of trading on Nasdaq Stockholm: 21 November 2014
Settlement date:   25 November 2014


Advisors

SEB is acting as Sole Global Coordinator and Bookrunner and ABG Sundal Collier and Carnegie are acting as Co-Lead Managers (jointly “Managers”) in connection with the Offering. Vinge and Latham & Watkins are legal advisors to Lifco and Hammarskiöld & Co is legal advisor to the Managers.

For further information, please contact:

Åse Lindskog

Media and Investor Relations

Tel +46 730 244 872, ir@lifco.se

Lifco announces this information in accordance with the Securities Market Act and/or the Act on Trading in Financial Instruments. This information was submitted for announcement at 02.31 pm on 7 November 2014.

Important information

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Lifco AB (publ) (“Lifco” or the "Company") in any jurisdiction where such offer or sale would be unlawful. In any EEA Member State, other than Sweden, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

This document and the information contained herein are not for distribution or release, directly or indirectly, in or into the United States of America, Canada, Japan or Australia. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Canada, Japan or Australia or in any jurisdiction in which any offer or solicitation would be unlawful. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

 Any offering of securities will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the Company and its management, as well as financial statements. This document is an advertisement and not a prospectus for the purposes of the Prospectus Directive. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.

Matters discussed in this release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "estimate," "will," "may," "continue," "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company’s control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.

The information, opinions and forward-looking statements contained in this release speak only as at its date, and are subject to change without notice.


[1] Excluding HQ costs

Lifco acquires and develop market leading, niched companies with a potential to deliver sustainable profit growth and good cash flow. The Group has three business areas; Dental, Demolition & Tools and Systems Solutions. Lifco is guided by a clear management philosophy implying that the company has a long-term view on its holdings, focus on profitability and a decentralized organization. Lifco has about 100 companies in 30 countries. The Group had a turnover of more than 6 billion SEK and an EBITA-margin of 11.5% in 2013.

About Us

Lifco offers a safe haven for small and medium-sized businesses. Lifco’s business concept is to acquire and develop market-leading niche businesses with the potential to deliver sustainable earnings growth and robust cash flows. Lifco is guided by a clear philosophy implying that the company has a long-term view on its holdings, a focus on profitability and a strongly decentralised organisation. The Group has three business areas: Dental, Demolition & Tools and Systems Solutions. At the end of 2017 the Lifco Group consisted of 138 operating companies in 29 countries. In 2017 Lifco reported EBITA of SEK 1,732 million on net sales of SEK 10.0 billion. The EBITA margin was 17.3 per cent. For more information, visit www.lifco.se.

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