The Board of Directors in Boss Media recommends the increased offer from GEMed AB
1. Background
This statement is made by the Board of Directors* in Boss Media AB (publ) (“Boss Media”) in accordance with section II.14 in the OMX Nordic Exchange Stockholm AB’s Rules Regarding Takeover Offers (the “Takeover Rules”).
At the end of 2007 the Board of Directors in Boss Media was contacted by a number of parties indicating an interest in acquiring 100 percent of the shares in Boss Media. The Board of Directors considered the indications of interest to be serious and of interest to Boss Media’s shareholders. The Board of Directors therefore decided to establish a process to give access to a limited number of parties to conduct a limited due diligence and to meet with the Boss Media management. The purpose of the process has been to ensure that the potential offerors are treated equally and that the shareholders of Boss Media receive the best price possible.
GEMed AB (“GEMed”) on 1 February 2008 announced a public cash offer to the shareholders in Boss Media to tender all outstanding shares in Boss Media to GEMed (the “Offer”). GEMed offers SEK 19 in cash per share in Boss Media. The offer document containing the Offer was made public on 5 February 2008 (the “Offer Document”).
GEMed has on 13 February 2008 through a press release (the ”Press Release”) announced that the Offer is increased to SEK 25 per Boss Media share in cash consideration.
According to the Offer Document GEMed is indirectly jointly-owned by GTECH Corporation (“GTECH”) and Medströms AB (“Medströms”). GTECH owns approximately 87.5 percent and Medströms approximately 12.5 percent of GEMed.
The acceptance period for the Offer is 7 – 27 February 2008. The Offer is, amongst other conditions, conditional upon being accepted to the extent that GEMed becomes the owner of more than 90 percent of the total number of shares in Boss Media.
Please see the Offer Document and the Press Release for more details regarding the Offer.
2. Recommendation by the Board of Directors
The Board of Directors* notes that GEMed has stated the following in the Offer Document:
“GEMed attributes great value to Boss Media’s management and employees and also intends to continue to safeguard the excellent relationship among Boss Media employees that is evident to GEMed. GEMed does not plan to implement any more significant changes with regard to employees or any significant changes for terms and conditions of employment. The above mentioned motives for the Offer are not considered to entail any significant effect on employment nor with regard to places where the operations of Boss Media are conducted. ”
In the opinion of the Board of Directors* the businesses in Växjö as well as in Stockholm will remain and the employment in Boss Media will not be negatively affected by the transaction.
Meg Tivéus, Chairman of the Board of Directors in Boss Media, comments:
“A combination between Boss Media and GTECH is industrially sound. We think the prerequisites for GTECH and Boss Media to create a competitive supplier alternative in an expansive industry are favourable. The revised cash offer presented by GEMed, as a consequence of the process conducted, means that Boss Media’s shareholders receive a substantially higher price for their shares compared to the share price prior to the initiation of the process. “
The recommendation by the Board of Directors* is based on factors and considerations that the Board of Directors* has deemed relevant in relation to the Offer. This includes the current and future development of the operation and financial result of Boss Media stand alone. Further, the Board of Directors* has taken into account the contents of the indicative offers received from other parties.
The Board of Directors* has, in accordance with section III.3 in the Takeover Rules, obtained a fairness opinion regarding the Offer from HDR Partners. HDR Partners is the financial adviser to Boss Media and has in this capacity managed the process towards the interested parties. In the fairness opinion from HDR Partners it is stated, subject to the assumptions, conclusions and qualifications stated therein, that the Offer of SEK 25 in cash per share in Boss Media is fair from a financial point of view**. The fairness opinion is attached to this statement.
Based on the above, and considering all circumstances, the Board of Directors* considers the Offer of SEK 25 in cash per share to be attractive to the shareholders in Boss Media. The Board of Directors* unanimously recommends the shareholders in Boss Media to accept the Offer.
This statement from the Board of Directors* is in all respects to be governed by and construed in accordance with Swedish law. Any dispute arising out of or in connection with this statement is to be settled exclusively by Swedish courts.
The Board of Directors has engaged Setterwalls as legal adviser.
February 13, 2008
The Board of Directors in Boss Media AB (publ)
For further information, please contact:
Meg Tivéus, Chairman of the Board, Boss Media AB (publ), telephone: +46 (0)470 70 30 00