Scania’s Board of Directors recommends the shareholders not to accept MAN’s unsolicited offer

Scania’s shareholders have been offered to tender their shares to MAN for the consideration of €51.29 per Scania A and B share. The consideration offered per Scania share consists of either (a) a mixture of cash and new MAN ordinary shares, or (b) cash only. Under the cash and share alternative, MAN offers €41.12 in cash and 0.151 in new MAN shares per Scania share and under the cash only alternative MAN offers €51.29 in cash per Scania share. MAN also offers a cash alternative of SEK 475 for each Scania shareholder who holds in aggregate 100 or less Scania shares. Moreover, MAN offers a mix and match facility subject to a maximum of 26,686,493 new MAN ordinary shares under the mixture of cash and new MAN ordinary shares alternative.
In its announcement of October 12 2006, Scania’s Board rejected MAN’s unsolicited offer. The Board confirms that it continues to unanimously recommend Scania shareholders not to accept the offer. Attached are the statement from the Board of Directors and opinions from Deutsche Bank AG and Morgan Stanley & Co. Limited that were given to Scania’s Board regarding the adequacy of the offer consideration from a financial point of view.

The Board of Scania is of the firm view that the offer from MAN substantially undervalues Scania:

• Scania is the most successful and profitable company in the European truck industry and has excellent growth and earnings prospects as a standalone company
• MAN’s announced synergies underestimate the long term synergy potential of a carefully managed and executed combination of Scania and MAN. However, short term these synergies may be widely overstated.

"Scania is a strong business with best in class profitability and excellent growth prospects in its own right. The Board and management are focused on developing the company to its full potential, driving strong and sustainable earnings growth and maximising value for all shareholders. To Scania, consolidation is an opportunity not a necessity and the current offer substantially undervalues Scania", says Peggy Bruzelius, spokesperson for the Board of Scania.

Following the capital review announced in July 2006, Scania´s management concluded that the company would have the ability to make a special distribution of up to SEK 7,000 million, equivalent to SEK 35 per share, before the end of 2006.

In 2007, based on forecast strong earnings and cash flow, Scania´s management is of the opinion that the company would be in the position to distribute an additional amount of up to SEK 10,000 million (including ordinary dividend), equivalent to SEK 50 per share, and still maintain an investment grade credit rating as a standalone company.

The Board will review the size and timing of such distributions to be proposed to a shareholders meeting for decision once the situation surrounding MAN’s offer has been resolved.

Södertälje, November 24, 2006
Scania AB (publ)
The Board of Directors



For further information please contact:

- Peggy Bruzelius, spokesperson of the Board, telephone +46 703 417 345
- Cecilia Edström, Senior Vice President, Corporate Relations, telephone +46 8 5538 3557, mobile +46 70 588 35 57


About Us

Scania is a world-leading provider of transport solutions. Together with our partners and customers we are driving the shift towards a sustainable transport system. In 2016, we delivered 73,100 trucks, 8,300 buses as well as 7,800 industrial and marine engines to our customers. Net sales totalled nearlySEK 104 billion, of which about 20 percent were services-related. Founded in 1891, Scania now operates in more than 100 countries and employs some 46,000 people. Research and development are concentrated in Sweden, with branches in Brazil and India. Production takes place in Europe, Latin America and Asia, with regional production centres in Africa, Asia and Eurasia. Scania is part ofVolkswagen Truck & Bus GmbH. For more information visit www.scania.com.

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