LRF issues cash offer for Mandamus
This Offer is not intended for individuals whose participation requires
additional prospectuses, registration or measures other than those
stipulated by Swedish law.
This press release may not be distributed to or released in the United
States, Canada, Japan or Australia or in any other jurisdiction where
its distribution or the Offer require measures in accordance with the
previous paragraph or violate the rules in such a jurisdiction.
This press announcement is a translation from the Swedish language. In
the event of any discrepancy between the Swedish version and the English
version, the Swedish version shall prevail.
· The Offer of SEK 84.00 in cash per share represents a total offer
value of SEK 1,252 million for all shareholders in Mandamus.
· The Offer represents a premium of 28 percent compared with the
company's shareholders' equity and 20 percent compared with the average
last price paid for the Mandamus share during the last 30 trading days.
· Mandamus's shareholders have found themselves in a difficult and
deadlocked ownership situation. LRF, as one of the principal
shareholders, in this way is taking responsibility for the company and
its shareholders and offering a favorable solution for all parties
The Board of Directors of Lantbrukarnas Ekonomi Aktiebolag (publ)
("LRF") has decided to issue a public offer to acquire all the shares in
Mandamus Fastigheter AB (publ) ("Mandamus") for SEK 84.00 in cash per
share ("The Offer"). The Offer is being made through LRF's wholly owned
subsidiary LRF Fastigheter AB 1) ("LRF Fastigheter").
The offer price represents a premium of 28 percent compared with the
company's shareholders' equity, 20 percent compared with the average
last price paid for the Mandamus share during the last 30 trading days
and 14 percent compared with the last price paid on the day before the
Offer's announcement, SEK 74.00 on March 19, 2003. The total offer value
is SEK 1,252 million.
The shares in Mandamus are listed on the Attract 40 section of the
Stockholm Stock Exchange's O list.
At the time this press release was issued, LRF owned itself and through
subsidiaries a total of 5,641,673 shares in Mandamus, or 27.5 percent of
the total number of shares and votes.
LRF Fastigheter is offering SEK 84.00 in cash for each share in
Mandamus, which includes any dividend for the financial year 2002. If
the settlement day for the proceeds of the Offer takes place after the
record day for the dividend, the price offered will be reduced by an
amount corresponding to the dividend paid by Mandamus to its
No commissions will be charged.
Terms and conditions of the Offer
The Offer is subject to the following conditions:
It is accepted to such an extent that LRF Fastigheter obtains ownership
of shares representing more than 50 percent of the total number of
shares and votes in Mandamus. However, LRF Fastigheter retains the right
to implement the Offer at a lower level of acceptance.
The acquisition is not circumvented or significantly complicated by
legislation, court rulings, government decisions or other circumstances
outside of LRF Fastigheter's control.
Mandamus's property holdings are retained in essentially the same scope
and are not subject to any significant encumbrances or contracts, and
that Mandamus or other parties do not take any other actions that
typically are intended to affect the outcome of the Offer's issuance or
No other party announces an offer to acquire shares in Mandamus on terms
that are more beneficial to the seller than those in this offer.
The Offer may only be withdrawn based on conditions 2 and 3 above if the
circumstances are of material significance for the issuer.
Background and intent
Since 1998, when Mandamus was distributed by FöreningsSparbanken, LRF
has been a shareholder in Mandamus. For some time, there has been
disagreement between the two largest shareholders and within Mandamus's
board on how Mandamus should conduct its business. These differences in
opinion have included the dividend policy. Furthermore, a divided board
has decided to dismiss the company's president and chief financial
officer, which has created uncertainty as to its future direction.
Against this backdrop, LRF feels a responsibility for resolving the
deadlocked ownership situation in a way that is beneficial to all
shareholders and has therefore decided to issue a takeover offer to the
shareholders in Mandamus. To facilitate the Offer, LRF has reached an
agreement with Stena Fastigheter Aktiebolag.
Agreement on transfer of LRF Fastigheter to Stena Fastigheter Aktiebolag
An agreement has been reached between LRF and Stena Fastigheter
Aktiebolag whereby Stena Fastigheter Aktiebolag, if the conditions for
the Offer are met, will acquire from LRF the company that has issued the
Offer. The end result of this transfer is that Stena Fastigheter
Aktiebolag, through LRF Fastigheter, will become the owner of LRF's
entire shareholding in Mandamus and all other shares in Mandamus that
LRF Fastigheter may acquire through and in connection with the Offer.
The agreement between LRF and Stena Fastigheter Aktiebolag will be
reproduced in its entirety in the prospectus issued in connection with
Financing of the Offer
LRF Fastigheter has assured itself of full financing for implementation
of the Offer through a bank guarantee issued by Nordea. The guarantee is
not associated with any conditions other than those that apply to the
Prospectus scheduled for release April 1, 2003
Preliminary acceptance period April 2 - 22, 2003
Tentative settlement of the proceeds April 30, 2003
LRF Fastigheter retains the right to extend the acceptance period and
delay settlement of the proceeds.
LRF Fastigheter and LRF in brief
LRF Fastigheter is a wholly owned subsidiary of LRF formed specifically
to implement the Offer. All shares in Mandamus owned by LRF and LRF's
subsidiaries will be tendered as part of the Offer and will therefore be
acquired by LRF Fastigheter, provided that the Offer is implemented.
LRF, the Federation of Swedish Farmers, is a trade organization for the
Swedish agricultural and forestry sectors. LRF is owned by Sweden's
farmers, their local and regional alliances, national organizations,
cooperative associations and companies. As of December 31, 2002, LRF had
around 152,000 members. Its turnover in 2002 amounted to approximately
SEK 1,800 million, with a loss of SEK 199 million. LRF's total assets as
of year-end 2002 were approximately SEK 6,500 million, including
shareholders' equity of SEK 1,400 million.
Stena Fastigheter Aktiebolag in brief
Stena Fastigheter Aktiebolag, which is part of the Stena sphere, owns
and manages residential and commercial properties with approximately 1.3
million square meters of space in Gothenburg, Malmö, Stockholm, the
Netherlands and France. Total rental revenues for Stena Fastigheter
Aktiebolag, including Stena Realty, amounted to approximately SEK 860
million in 2002, with a profit after financial items of about SEK 240
million. Total assets as of year-end 2002 were approximately SEK 7,800
million, of which shareholders' equity accounted for SEK 1,420 million.
Swedbank Markets is serving as advisor in connection with the Offer.
Stockholm, March 20, 2003
Lantbrukarnas Ekonomi Aktiebolag (publ)
The Board of Directors
Leif Zetterberg Telephone: +46 8 787 54 69
President +46 70 588 41 84
Lars Holmgren Telephone: +46 8 787 51 10
Chief Financial Officer +46 70 575 35 45
Lars Höök Telephone: +46 8 787 50 61
Press Officer +46 70 521 52 07
Stena Fastigheter AB
John Helgesson Telephone: +46 31 775 85 00
President +46 70 544 15 15
Henrik Morén Telephone: +46 8 58 59 18 00
Head of Corporate Finance +46 70 370 38 39
AB Grundstenen 97586, whose name, as proposed, would be changed to LRF