Statement by the Board of Directors of Sigma AB (publ) in respect of the public takeover offer by Danir AB
The Board of Directors of Sigma AB unanimously recommends that the shareholders of Sigma accept the public takeover offer by Danir AB.
Danir AB ("Danir"), which is owned by Dan Olofsson and his family, openly announced on 20 February 2013 a public takeover offer to the shareholders of Sigma AB (publ) ("Sigma") of SEK 6.75 per share ("Offer"). The Offer is unconditional and will be implemented irrespective of the level of acceptance. However, Danir has reserved the right to adjust the Offer to the same extent that Sigma pays dividends or carries out some other distribution before the sum in the Offer has been paid.
The Offer represents a premium of 35.5 % compared with the volume-weighted average price during the last three months prior to publication of the Offer, 34.2 % compared with the volume-weighted average price during the last 30 trading days prior to publication of the Offer, 30.5 % compared with the volume-weighted average price during the last ten trading days prior to publication of the Offer and 25.0 % compared with the last price paid the day before the publication of the Offer.
The acceptance period for the Offer is expected to run from 22 March 2013 to 19 April 2013.
In connection with the Offer's publication it was announced that Danir has acquired shares from Nordea Fonder and Danske Capital, that Kåre Gilstring has stated he will accept the Offer, and that Länsförsäkringar have stated that they are in favour of the Offer. On 13 March 2013, Danir announced that the company's holding of shares in Sigma through various acquisitions, including the above, amounted to 63.05 % of all the shares and 62.76 % of all the votes in Sigma.
In the press release from Danir concerning the Offer, it is said that Danir does not intend to make any changes to the conditions of Sigma's management or employees, and that the implementation of the Offer is not expected to have any effects on employment or the places where Sigma currently operates.
The Board's work connected with the Offer
For processing and decision-making in matters relating to the Offer the Board has elected the independent board members Sune Nilsson, chairman of the independent board, Lars Wollung, Henrietta Hansson, Magnus Sjöqvist, Konstantin Caliacmanis and the member appointed by Akademikerna, Joachim Hopstadius. With these members the Board has a quorum.
The Board's chairman Dan Olofsson and the director Johan Glennmo are not included in the independent board and do not participate in, or receive information about, the work of the independent board.
In accordance with Item II.19 in the NASDAQ OMX Stockholm rules concerning takeovers on the stock market ("Takeover Rules") the Board of Sigma must publish a statement containing an account of the Board's standpoint on the Offer.
Recommendation of the Board
The Board bases its statement on an overall assessment of a number of factors that the Board considers to be relevant to the evaluation of the Offer. These factors include, but are not limited to, Sigma's current position, Sigma's expected future development and related opportunities and risks.
According to the Takeover Rules, the Board, based on the information that Danir has stated in its publication of the Offer, shall give an account of its views on the impact that the implementation of the Offer will have on Sigma, in particular on employment, and its view of Danir's strategic plans for Sigma and the effects that these may be expected to have on employment and the places where Sigma carries out its operations. Based on what Danir has stated in the press release relating to the Offer regarding the impact that the implementation of the Offer would have on Sigma, in particular in respect of employment, the Board does not see that the Offer would reasonably result in any major changes or have any substantial consequences for employment or for the places where Sigma carries out its operations.
In accordance with the Takeover Rules the Board has commissioned two independent opinions from Evli Bank Corporate Finance AB ("Evli") and Redeye AB ("Redeye") as a basis for its statement. The reports indicate that Evli and Redeye believe the Offer is to be regarded as fair from a financial viewpoint for the holders of Sigma shares.
In the light of the above, the Board unanimously recommends that Sigma shareholders accept the Offer.
The above-mentioned opinions by Evli and Redeye can be found in the appendix to the press release made in Swedish language the same day.
This statement shall be governed in all respects by Swedish law. Any disputes that may arise as a result of this statement shall be settled solely in a Swedish court.
The Board has engaged Mannheimer Swartling Advokatbyrå as its legal adviser.
For further information, please contact:
Sune Nilsson, member of the Board, mobile phone number +46-703-791528
Sigma is obliged to publish the information in this press release in accordance with the Swedish Securities Market Act. The information was made public in Swedish on 19 March 2013 at 10:15.
 This is according to information in Danir's press release regarding the publication of the Offer.