Opcon comments on statement by Tricorona’s board of directors concerning public offer
This press release may not, directly or indirectly, be distributed or published in the United States, Australia, Japan, Canada, Switzerland or South Africa. The offer is not directed to such persons whose participation is conditional upon the performance of prospectus, registration or other procedures in addition to those prescribed in Swedish law.
In a press release dated 29 March 2010, Tricorona’s board of directors has made a recommendation to shareholders of Tricorona to not accept the offer made by Opcon (“the Offer”). Tricorona’s press release contains information that Opcon wishes to comment upon as follows.
Tricorona’s board refers to the valuation statement submitted by Carnegie Investment Bank AB (“Carnegie”). In its statement, Carnegie writes that the company has been assigned “to investigate other strategic alternatives for Tricorona” and that for this assignment Carnegie may receive a fee that is conditional on the completion of a transaction. Carnegie’s assignment and their remuneration model for the assignment can, in Opcon’s consideration, strongly bring into question Carnegie’s independence, which affects the credibility of the valuation statement.
Furthermore, Opcon questions whether Tricorona’s board has given serious consideration to Opcon’s Offer. Tricorona’s board has refused to receive all the direct presentations offered by Opcon concerning Opcon’s current business and the opportunities Opcon identifies in a merger.
The statement made by departing chairman Pär Ceder in which he considers the Offer to be solely a new share issue is also a misunderstanding of the offer, and Opcon wishes to confirm that the identified earnings synergies are described in the offer document. Opcon performed an oversubscribed new issue of shares directed primarily to Swedish and foreign institutions in October 2009 amounting to SEK 122.5 million at a share price of SEK 49, which is evidence of Opcon’s capability to raise capital on the markets. Opcon aims to invest Tricorona’s cash flow to enable future growth in value for Opcon’s and Tricorona’s shareholders.
Prior to the Annual General Meeting, Tricorona’s Board has proposed a dividend of over SEK 100 million and a major buy-back programme for shares, which indicates that the Board’s long-term strategy is to pay out dividends rather than re-invest capital.
“Consuming far more than last year’s profit after tax to pay dividends and buy back shares is not a forward-looking strategy and is in sharp contrast to how we wish to develop the company. We see significant potential in a merger of Opcon and Tricorona, where we can jointly reinvest capital in future growth and further development. Opcon has successfully financed its business previously and foresees no problems in continuing to finance its business in future. Our offer is about creating value,” says Mats Gabrielsson, chairman of Opcon AB.
For further information please contact:
Niklas Johansson, vice president, Investor Relations, tel. 08-466 45 00, 070-592 54 53
Opcon AB, Box 15085, 104 65 Stockholm
Tel. 08-466 45 00, fax 08-716 76 61