Offer Document Regarding SPX Corporation’s Offer for Aktiebolaget Custos (publ)
CHARLOTTE, North Carolina – 10 November 2006
On 8 November 2006, SPX Corporation (“SPX”) (NYSE:SPW), directly or indirectly through a wholly owned Swedish subsidiary, announced a recommended offer for all the shares in Aktiebolaget Custos (publ) (“Custos” or the “Company”) at a price of SEK 78 per share in cash (the “Offer”).
SPX today publishes the offer document regarding the Offer. The offer document is available on www.nordea.se/placera. The offer document is also available free of charge in printed version at Nordea Issuer Services, 110 56 Stockholm, with visiting address Smålandsgatan 24, Stockholm. Shareholders of Custos who are registered in their own names as at 10 November 2006 will receive the offer document by regular mail.
The acceptance period for the Offer will commence on 13 November 2006 and end on 1 December 2006. Settlement is expected to begin on or around 8 December 2006, subject to the fulfilment or waiver of the conditions for completion of the Offer.
Jeremy W. Smeltser (Investors)
Tel: +1 704-752-4478
Tina Betlejewski (Media)
Tel: +1 704-752-4454
The Offer, as well as the agreements entered into between SPX, directly or indirectly through a wholly owned Swedish subsidiary, and the shareholders of Custos upon acceptance of the Offer, shall be governed by and construed in accordance with the substantive laws of Sweden. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm shall be the court of first instance.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law or regulation and therefore persons in such jurisdiction into which this announcement is released, published or distributed must inform themselves about and observe such restrictions.
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, any 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 actions in addition to those required under Swedish law.
The Offer is not being made, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or South Africa, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) of interstate or foreign commerce, or of any facility of national security exchange, of the United States of America, Australia, Canada, Japan or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, the United States of America, Australia, Canada, Japan or South Africa.