Schörling & Partners AB announces an unconditional cash offer of SEK 569 per share to the shareholders of Melker Schörling AB

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

The Schörling family has together with Stefan Persson, Carl and Martin Bek-Nielsen and Mikael Ekdahl decided to continue to operate Melker Schörling AB (“ MSAB ” or the “ Company ”) in a non-listed environment. The decision is a consequence of an altered situation in MSAB since Melker Schörling left his operational position in the Company.

“Considering the new situation in MSAB, it is our opinion that the Company could be more efficiently operated in a non-listed environment. Going forward, we intend, together with our closest long term partners, to do our outmost to contribute to the best possible development of the holding companies”, says Melker Schörling, Märta Schörling Andreen and Sofia Schörling Högberg.

“Our hope is that all shareholders in MSAB have an understanding for this change and continue their commitment by investing directly in the successful listed companies which make up MSAB’s portfolio companies. Since the IPO in 2006, we have consistently used the net asset value as a benchmark of the value development in MSAB and therefore consider it logical that the offer is now also based on current net asset value”, says Mikael Ekdahl, the chairman of the board of directors of MSAB.

The buy-out is made by Goldcup 15638 AB (u.n.c.t. Schörling & Partners AB) (” Schörling & Partners ”), jointly owned by the Schörling family’s holding company Melker Schörling Tjänste AB (“ MSTAB ”), Stefan Persson, UIE Malta Holding Ltd. (a wholly owned subsidiary of United International Enterprises Ltd. which is controlled by Carl and Martin Bek-Nielsen) and Mikael Ekdahl AB, announcing an unconditional cash offer to the shareholders of MSAB to tender all their shares in MSAB to Schörling & Partners (the ” Offer ”). Schörling & Partners holds approximately 92.6 percent of the shares and votes in MSAB. The shares in MSAB are admitted to trading on Nasdaq Stockholm, Large Cap.

  • Schörling & Partners offers SEK 569 in cash per share in MSAB (the “ Offer Price ”). [1] The Offer Price exceeds the net asset value in MSAB as of 13 November 2017, SEK 568, and corresponds to the volume-weighted average purchase price for the MSAB share on Nasdaq Stockholm during the last 20 trading days prior to the announcement of the Offer. [2] The total Offer Price amounts to approximately SEK 5,005 million, and the Offer represents a value of MSAB of approximately SEK 67,767 million. [3]
  • The Offer Price represents a premium of:

-   approximately 5.1 percent compared to the volume-weighted average purchase price of SEK 541.3 for the MSAB share on Nasdaq Stockholm during the last 90 trading days prior to the announcement of the Offer; and

-   approximately 3.9 percent compared to the closing price of SEK 547.5 for the MSAB share on Nasdaq Stockholm on 13 November 2017, which was the last trading day prior to the announcement of the Offer.

  • The Company has obtained a fairness opinion from Ernst & Young AB, according to which the Offer is fair to the MSAB shareholders from a financial perspective.
  • Schörling & Partners is the Company’s largest shareholder, holding approximately 92.6 percent of the shares and votes in the Company and intends to, as soon as possible, initiate a compulsory acquisition procedure in respect of the remaining shares in the Company.
  • Schörling & Partners expects to publish an offer document regarding the Offer around

15 November 2017. The acceptance period for the Offer is in such case expected to commence on 16 November 2017 and run until 14 December 2017.

  • The Offer is not subject to any completion condition and settlement to those having accepted the Offer will occur weekly during the acceptance period, with the first settlement estimated on 24 November 2017.
  • In order to, on a continuous basis, provide liquidity to MSAB’s shareholders, Schörling & Partners intends to acquire, or enter into arrangements to acquire, shares in MSAB outside the Offer through Skandinaviska Enskilda Banken AB (publ) (“ SEB ”), whereby purchase orders are intended to be placed on the market for MSAB shares, at a price not higher than the Offer Price. Please note, however that sale of shares in the market may entail a cost for shareholders in the form of commission. Such acquisitions made or arranged will be in accordance with Swedish law and the Nasdaq Stockholm’s Takeover Rules (the “ Takeover Rules ”) and will be disclosed in accordance with applicable rules.

[1] If MSAB pays dividends or makes any other distributions to the shareholders, for which the record date occurs prior to settlement of the Offer Price, the Offer Price will be reduced accordingly.

[2] The net asset value in MSAB as per 13 November 2017 amounted to SEK 568 per share. The bidder has also considered it relevant to observe the obligation to offer a price corresponding to the volume-weighted average purchase price during the last 20 trading days prior to the announcement of a public offer that a bidder under certain circumstance have to adhere to in a mandatory bid, the application of which in this case results in an offer price of SEK 569 per share.

[3] Based on 119,097,595 shares, which is the total number of issued shares in MSAB.

For further information, please contact:

Mikael Ekdahl, chairman of the board in MSAB and contact person of Schörling & Partners
Phone: +46 (0)8-407 36 60
E-mail: mek@msaa.se

Information regarding the Offer is made available at: www.sochpartners.se

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