ATRIA SPECIFIES ITS OFFER TO SWEDISH MEATS PUBLISHED ON 28 NOVEMBER 2006
Atria Group plc STOCK EXCHANGE RELEASE 11 December 2006, 8.00 a.m.
ATRIA SPECIFIES ITS OFFER TO SWEDISH MEATS PUBLISHED ON 28 NOVEMBER 2006 AND OFFERS AN ALTERNATE SPLIT OF THE PURCHASE CONSIDERATION WITH HIGHER VOTING RIGHTS Atria Group plc published on 28 November 2006 an offer to Swedish Meats for a mutual partnership as described in a stock exchange release published on the same day. In the above offer Atria proposed to combine the processed meats operations of Swedish Meats with the processed meat operations of its Swedish subsidiary, Lithells AB and offered Swedish Meats significant influence in Atria through a share ownership. In addition Atria offered to invest in an up to 20 % share in the slaughtering and cutting operations of Swedish Meats. In a specified offer for the processed meat operations delivered to Swedish Meats today, published with this stock exchange release, Atria has now offered an alternate split of the purchase consideration into listed A shares and non-listed K II shares, having a stronger emphasis on K II shares, which gives higher voting rights. The split of the purchase consideration originally presented in the offer published on 28 November 2006 had more emphasis on the listed A shares which gives more liquidity. The new alternate split of the purchase consideration enables Swedish Meats not only to obtain approx. 10.8 % of all the shares in Atria originally offered but, in addition, to obtain approx. 10.8 % of all the votes in Atria. The alternate split of the purchase consideration elements is as follows: - Cash payment of SEK 851,000,000 (same as in the offer published on 28 November 2006); - Issue of 1,580,000 preferred class A shares of Atria (1 vote/share), which shall be listed on the Helsinki Stock Exchange subsequent to the Transaction; and - Issue of 1,116,000 non-listed ordinary class K II shares of Atria (10 votes/share). The purchase consideration on enterprise value basis totals approx. SEK 1.3 billion assuming that the non-listed, voting class K II shares are valued similarly to the publicly traded class A shares. As mentioned above, with the above purchase consideration Swedish Meat Cooperative's share of all the shares and votes in Atria would be approx. 10.8 %. The division of purchase consideration elements presented in the offer published on 28 November 2006 also remains valid for Swedish Meats' consideration as an alternative to the division described above. Atria has, further, in the above specified offer given the value for an up to 20 % share in the remaining operations of Swedish Meats, including slaughtering and cutting, which Atria proposes to make: - The remaining operations of Swedish Meats, including slaughtering and cutting, are valued at SEK 2.0 billion on an enterprise value basis (net debt free value). The value of the above up to 20 % share, which Atria proposes to acquire, is a proportional portion of the above value; - Atria proposes to pay the purchase consideration for the above up to 20 % share primarily in cash. The concrete amount of the purchase consideration for the up to 20 % share depends on how Swedish Meats allocates and utilizes the above described purchase consideration for the processed meat operations; - The above value of the up to 20 % share in the remaining operations of Swedish Meats, combined with the above offer for the processed meats operations of Swedish Meats, app. SEK 1.3 billion, gives a total valuation of app. SEK 3.3 billion (on enterprise value basis) for the entire business of Swedish Meats. Atria sees that its proposal has several important benefits to Swedish Meats and its owners such as the following: - Enables Swedish Meats to obtain a 10.8 % share of all the shares and votes in Atria while Swedish Meats retains control over its strategic operations, including slaughtering and cutting. - Remaining independent and being able to influence on the development of meat business in Sweden and in the Baltic Sea area. - Enables Swedish Meats and its owners to continue to develop the primary production. - The purchase consideration payable for the up to 20 % share in the remaining operations of Swedish Meats enables Swedish Meats to further invest in the development of its strategic key business and return additional capital to the owners. - Participation in potential value increase through significant synergies through combining the strength of the two Sweden based processed meat businesses; and - Export opportunities through Atria's growing new markets where Atria is net importer of meat, especially Russia. - Atria's offer is based on an overall valuation level of app. SEK 3.3 billion (on enterprise value basis) when calculated for the entire business of Swedish Meats. This specified offer is initially valid until 31 December 2006. The originally proposed division of the purchase consideration offered for the processed meat operations of Swedish Meats, published on 28 November 2006, remains valid an equal period of time. For further information, please contact Mr. Matti Tikkakoski, President and CEO of Atria Group plc, tel. +358 50 2582 or Mr. Christer Åberg, MD of Lithells AB, tel +46 7039 06100. ATRIA GROUP PLC Matti Tikkakoski President and CEO DISTRIBUTION: Helsinki Stock Exchanges Principal media www.atria.fi