Update on Sweco’s intended mixed exchange and cash offer for Grontmij
This is a joint press release by Sweco AB and Grontmij N.V. pursuant to the provisions of Section 7, paragraph 1 sub a of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft) in connection with the intended public offer by Sweco AB for all the issued and outstanding ordinary shares in the capital of Grontmij N.V. This announcement does not constitute an offer, or any solicitation of any offer, to sell, buy or subscribe for any securities in Sweco AB or Grontmij N.V. Any offer will be made only by means of an offer memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada, Japan and the United States.
Stockholm, Sweden, and De Bilt, the Netherlands, 26 June 2015
On 1 June 2015, Sweco AB (“Sweco”) (Nasdaq Stockholm; ticker symbol SWECA and SWECB) and Grontmij N.V. (“Grontmij”) (Euronext Amsterdam; ticker symbol GRONT) jointly announced that they had reached a conditional agreement in connection with an intended public offer by Sweco for all issued and outstanding ordinary shares of Grontmij (the “Offer”).
Pursuant to Section 7, Paragraph 1 sub a of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft), which requires a public announcement containing a status update on an intended public offer within four weeks after its initial public announcement, Sweco and Grontmij provide the following joint status update.
Sweco and Grontmij confirm that they are making good progress on the preparations for the Offer. Sweco has submitted a request for review and approval of its offer memorandum with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten). Sweco will publicly announce the availability of the approved and finalised offer memorandum and commencement of the offer period. As communicated before, based on the required steps and subject to the necessary approvals, settlement of the Offer is expected to take place in the second half of 2015.
Sweco has filed a prospectus relating to the admittance to trading of new Sweco B shares to be issued as part of the Offer consideration with the Swedish Financial Supervisory Authority. Shareholders of Grontmij and other investors are requested to read the prospectus and the offer memorandum (including any amendments or supplements thereto) regarding the Offer when they become available, since these documents will contain important information.
The information in this press release is not intended to be complete. For further information explicit reference is made to the offer memorandum, which is expected to be published in July 2015. This offer memorandum will contain further details regarding the Offer.
This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of Grontmij in any jurisdiction.
Forward looking statements
This announcement includes certain "forward-looking" statements. These statements are based on the current expectations of Sweco and Grontmij and are naturally subject to uncertainty, changes and circumstances. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", anticipates", "targets", "estimates" and words of similar impact.
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Sweco is the Nordic region’s leading provider of services for sustainable engineering and design. Our 9,000 engineers, architects and environmental experts develop value-creating solutions for our clients and for society. Sweco is among the ten largest consulting engineering companies in Europe, carrying out assignments in 80 countries annually throughout the world. The company has annual sales of approximately SEK 9 billion and is listed on Nasdaq Stockholm. Sweco is required to disclose the above information under the provisions of the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 26 June 2015, 8.45 a.m. CET.
For further information, visit www.swecogroup.com.
Grontmij is a leading European company in the consulting & engineering industry with world class expertise in the fields of energy, highways & roads, sustainable buildings and water. Grontmij's leading principle is sustainability by design. This enables Grontmij's professionals to support customers in developing the built and natural environment. Established in 1915, Grontmij is listed on the Euronext Amsterdam stock exchange.
For further information, visit www.grontmij.com.