Bure Equity AB announces a mandatory offer to acquire AcadeMedia AB
Bure Equity AB (”Bure”) hereby announces a public offer to acquire all outstanding shares in AcadeMedia AB (”AcadeMedia”) for cash in accordance with the Swedish Act on Public Takeover Offers, Chapter 3 Mandatory Offers (the ”Offer”).
CONDITIONS TO THE OFFER
SEK 90.00 in cash is offered for each share of class A and class B in AcadeMedia.1) No commission will be charged. The offered price corresponds to the closing price of the class B share of AcadeMedia on Friday 19 October 2007. 2)
The Offer is only conditional upon that any necessary regulatory approvals, including competition approvals, are obtained, as the case may be, without such approvals being subject to conditions, which according to Bure’s reasonable assessment, can not be accepted.
Bure reserves the right to withdraw the Offer in the event that it is clear that the above condition is not fulfilled or can not be fulfilled. However, such withdrawal will only be made provided that the defective fulfillment of such condition is of material importance to Bure’s acquisition of AcadeMedia. Bure also reserves the right to waive, in whole or in part, the conditions.
The shares in AcadeMedia are acquired in the Offer free of any liens and encumbrances and together with all rights attached to them.
BACKGROUND AND REASONS FOR THE OFFER
Bure is active within the education market since more than 10 years and following Bures’ consolidation in recent years, these investments today represents more than half of Bures’ operational business. The education market is a preferred business for Bure and the experience, competence and long-term point of view which are necessary factors for quality- and confidence oriented businesses all exists within the Bure-group.
Since this spring, Bure is one of the major shareholders in AcadeMedia, an education company that Bure has great believe in and also wish to increase its exposure to.
After AcadeMedia’s upward adjustment last Friday of the result for the third quarter, Bure was offered to acquire a block of totally 975 248 shares of class B and 36 000 shares of class A for SEK 90 per share. Bure has now acquired these shares. Prior to this acquisition Bure held 212 525 shares of class A and 291 000 shares of class B, representing 27.1 per cent of the votes and 8.8 per cent of the share capital in AcadeMedia.
By making this acquisition Bures’ ownership has reached 26.3 per cent of the share capital and 42.1 per cent of the votes in AcadeMedia, and accordingly the provisions regarding mandatory offers in the Swedish Act on Public Takeover Offers will apply.
The board of directors of Bure has now resolved to make a so called mandatory public offer as this has been concluded to be an easy and transparent way to make Bures’ opinion clear; to own as large share of AcadeMedia as possible at this level. Also, the possibility for speculative trading in the share, which might easily occur when someone announces that the mandatory offer threshold of 30 % of the votes is passed, is minimised by making the mandatory offer immediately.
Bure has only had the time to briefly inform the board of directors, the managing director and the other major shareholders. Based on its engagement in AcadeMedia hitherto and its positive experience of the management, Bure foresees a continued good co-operation ahead.
FINANCING
Financing of the Offer will be made out of Bure’s available cash resources and credit limits.
OFFER DOCUMENT AND PRELIMINARY TIME TABLE
An offer document regarding the Offer is expected to be made public around 15 November 2007. The acceptance period is expected to run from 19 November to 7 December 2007. Settlement is expected to begin on or about 14 December 2007. Bure reserves the right to extend the acceptance period.
BURE IN BRIEF
Bure is an investment company whose primary emphasis is on long-term ownership of unlisted companies with strong and stable earnings and in areas of businesses where Bure has experience. Today, Bure has 8 investments in its portfolio. The Parent Company has 9 employees working from the office in Gothenburg, Sweden. Currently, the market cap of Bure is SEK 4bn and the shares are listed on the OMX Nordic Exhange in Stockholm in the Mid Cap segment. More information on Bure is available at www.bure.se.
ACADEMEDIA
Financial and other information about AcadeMedia is available on the company’s website, www.academedia.se.
APPLICABLE LAW AND DISPUTES
The Offer shall be governed by and construed in accordance with the laws of Sweden. The OMX Nordic Exchange Stockholm’s rules regarding takeover offers (the “Take¬over Rules”) and the Swedish Securities Council’s (Sw. Aktiemarknadsnämnden) rulings regarding interpretation and application of the Takeover Rules 3) apply in relation to the Offer. Furthermore, Bure has in accordance with the Swedish Act on Public Takeover Offers (Sw. Lag om offentliga uppköpserbjudanden på aktiemarknaden) contractually agreed with the OMX Nordic Exhange Stockholm to comply with the foregoing and to submit to any sanctions imposed by the OMX Nordic Exchange Stockholm upon breach of the Takeover Rules.
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.
Gothenburg, 22 October 2007
BURE EQUITY AB