Jefferson Smurfit Group offers SEK 77 in cash for each share in Munksjö AB

Jefferson Smurfit Group offers SEK 77 in cash for each share in Munksjö AB The Board of Directors of Smurfit Holdings AB ("Smurfit"), a wholly owned subsidiary of Jefferson Smurfit Group plc ("JSG PLC"), has decided to make a Public Offer to the shareholders and holders of convertible loan notes in Munksjö AB (publ) ("Munksjö"). The Offer to the shareholders and holders of convertible loan notes in Munksjö Smurfit offers SEK 77 in cash for each share in Munksjö. This represents a premium of 20 percent compared to the last price paid for the Munksjö share on the last trading day prior to the announcement of the Offer. The Offer represents a premium of 22 percent compared to the average closing prices paid for the Munksjö share during the last 30 trading days prior to the announcement of the Offer. Smurfit believes that the Offer price fully values Munksjö having regard to its prospects as a stand alone entity and its share price performance. The total value of the Offer for the outstanding shares in Munksjö amounts to SEK 2,235 million. The Munksjö shares will be acquired with all rights attached thereto including the right to receive and retain all dividends or other distributions declared or payable on or after the date of this announcement. Holders of convertible loan notes in Munksjö are offered 100 percent of the nominal value plus accrued interest. With this acquisition, the Jefferson Smurfit Group ("JSG") continues to pursue its objective of consolidating its position as a world leader in containerboard, corrugated containers and other paper-based packaging through prudent internal investments and acquisitions. Alfred Berg and UBS Warburg Ltd. are the financial advisers to Smurfit in connection with the Offer. Background and reasons for the Offer JSG, headquartered in Ireland, is a world leader in containerboard, corrugated containers and other paper-based packaging products. In addition to wholly owned operations, JSG has interests in several associated companies, the principal of which is Smurfit-Stone Container Corporation (SSCC). Spanning 4 continents and 30 countries, JSG PLC and its associates employ some 70,000 people and are significant players in Europe, Latin America and North America. In 2000 JSG PLC had a turnover of EUR 4,565 million and a profit before tax of EUR 442 million. JSG PLC is listed on ISE (Dublin), LSE (London) and NYSE (New York). JSG PLC has a market capitalisation of approximately EUR 2,700 million. The Munksjö share is listed on Stockholmsbörsen's A-list. Smurfit has been the major shareholder of Munksjö since 1995 and currently holds 33.0 per cent of the shares in the company which means that Munksjö is treated as an associate company of JSG PLC. JSG is seeking to simplify its overall group structure. It is strongly of the belief that the future prospects for Munksjö will be improved under the full ownership of JSG. JSG considers that the acquisition of Munksjö offers a logical extension of its investment programme and an opportunity to strengthen its position in the Nordic market. JSG believes that the prospects for Munksjö will be improved by becoming part of a major producer and growth in the different business segments of Munksjö will be significantly enhanced. Smurfit believes that the Offer price of SEK 77 per share fully values Munksjö having regard to its prospects as a stand alone entity and its share price performance. Commenting on the Offer Dr. Michael W.J. Smurfit, Chairman and Chief Executive Officer of Jefferson Smurfit Group plc, said today: "We are making this Offer to consolidate our position in Munksjö. I am confident that integrating Munksjö into the Jefferson Smurfit Group will enhance its prospects and will benefit its employees and customers." Conditions of the Offer The Offer for Munksjö is conditional upon: · the Offer being accepted to such an extent that Smurfit becomes the owner of more than 90 % of the total number of shares in Munksjö calculated on a fully diluted basis. However, Smurfit reserves the right to implement the Offer also at a lower level of acceptance, all regulatory requirements and necessary regulatory approvals in Sweden and elsewhere in connection with the Offer or the acquisition of Munksjö including, among other things, all necessary approvals from relevant competion authorities being obtained on conditions that in the judgement of Smurfit do not materially affect the acquisition or the Offer, the acquisition, during the period up to the end of the acceptance period or any extension thereof, in the judgement of Smurfit, is not rendered partially or wholly impossible or significantly impeded as a result of legislation, regulation, any decision of court or public authority or comparable measures in Sweden or elsewhere. In 1995, Smurfit received clearance from the European Commission in connection with its initial acquisition of a 29 percent shareholding in Munksjö. The Offer Smurfit is offering the shareholders in Munksjö SEK 77 per share in cash. The Munksjö shares will be acquired with all rights attached thereto including the right to receive and retain all dividends or other distributions declared or payable on or after the date of this announcement. Smurfit is offering the holders of convertible loan notes issued by Munksjö an amount corresponding to 100 percent of the nominal value of the convertible loan notes plus accrued interest until settlement of the Offer in accordance with the terms of the convertible loan notes. No commission will be charged. The value of the Offer and financing The Offer to the shareholders in Munksjö Smurfit offers SEK 77 in cash for each share in Munksjö. The last price paid for the Munksjö share on the last trading day prior to the announcement of the Offer was SEK 64. Relative to this price, the Offer implies a premium of 20 percent. The average last price paid for the Munksjö share during the last 30 trading days prior to the announcement of the Offer (from 11 December, 2001 until 28 January, 2002) was SEK 63.3. Relative to this average price, the Offer implies a premium of 22 percent. Shareholdings and financing The total value of the Offer for the outstanding shares amounts to SEK 2,235 million. Smurfit intends to finance the acquisition from cash at bank and existing credit facilities. Smurfit currently owns 14,311,876 shares in Munksjö, representing 33.0 per cent of the capital and votes. Preliminary time table The prospectus pertaining to the Offer to the shareholders and holders of convertible loan notes in Munksjö is expected to be published on or about 18 February, 2002. Based on the expected date of publication of the prospectus, the acceptance period is expected to run from 19 February through 12 March, 2002. Settlement is expected to be made on or about 20 March, 2002. Smurfit reserves the right to extend the acceptance period, as well as to defer the date for settlement. Advisers Alfred Berg and UBS Warburg Ltd. are financial advisers to Smurfit in connection with the Offer to Munksjö's shareholders and holders of convertible loan notes. Alfred Berg Fondkommission AB, which is regulated in Sweden by the Swedish Financial Supervisory Authority, and UBS Warburg Ltd., are acting for Smurfit and for no one else in connection with the Offer to the shareholders and holders of convertible loan notes in Munksjö and will not be responsible to anyone other than Smurfit for providing the protections afforded to customers of Alfred Berg Fondkommission AB and UBS Warburg Ltd., respectively, nor for giving advice in relation to the Offer. Stockholm, Sweden, 29 January, 2002 Smurfit Holdings AB For further information: Gary McGann, COO telephone +353 1 202 7000 Jefferson Smurfit Group plc Ian Curley, CFO telephone +353 1 202 7000 Jefferson Smurfit Group plc Mark Kenny, Executive Vice President telephone +353 1 202 7000 Jefferson Smurfit Group plc Not for release in or into Australia, Canada, Japan or the United States. The offer is not being made to persons whose participation in the offer requires additional prospectuses, registration or measures other than those specified under Swedish law. In particular the offer is not being made, directly or indirectly, in the United States or Canada, or by use of the mails or by means or instrumentality of interstate commerce of the United States. This includes, but is not limited to, the post, facsimile transmission, telex and telephone. The offer cannot be accepted by any such use, means or instrumentality or from within the United States or Canada. Accordingly, copies of this document and any other document relating to the offer are not being mailed or otherwise distributed or sent into the United States or Canada. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States or Canada and doing so will render invalid any related purported acceptance of the offer. The offeror reserves the right to make an offer into the United States at a future time, in which case the procedural and filing requirements under U.S. law will be satisfied at that time. NOTES TO EDITORS JSG JSG is a world leader in containerboard, corrugated containers and other paper-based packaging products with major operations in Europe, Latin America and North America. In the year to 31 December 2000, JSG PLC reported turnover on continuing operations of EUR 4,565 million and profit before tax of EUR 442 million. JSG PLC's market capitalisation was approximately EUR 2,700 million as at the close of business on 28, January 2002. Munksjö Munksjö is a Swedish based producer of pulp, paper and paper-based packaging. It operates through four divisions, the largest of which is focussed on speciality paper (51.9 per cent of 2000 net sales) where it is a global leader in a number of niche markets. The Packaging division (26.6 per cent of 2000 net sales) is a leading producer of corrugated packaging in the Nordic region. The remaining two divisions focus on TCF/ECF pulp and tissue (in total 21.4 per cent of 2000 net sales). In the year to 31 December 2000, Munksjö reported turnover of SEK 6,076 million. Net assets at 31 December 2000 were SEK 2,410 million. Munksjö's market capitalisation was approximately SEK 2,773 million as at the close of business on January 28, 2002. ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/01/29/20020129BIT00600/bit0001.doc http://www.waymaker.net/bitonline/2002/01/29/20020129BIT00600/bit0001.pdf