Circle BidCo announces a recommended public cash offer of SEK 230 per share to the shareholders of Concentric

This announcement is not an offer, whether directly or indirectly, in Australia, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled “Important information” at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled “Important notice to shareholders in the United States of America” at the end of this announcement.

Circle BidCo ApS[1] (“Circle BidCo” or the “Offeror”) hereby announces a recommended public cash offer to the shareholders of Concentric AB (“Concentric” or the “Company”) to tender all outstanding[2] shares in Concentric to Circle BidCo at a price per share of SEK 230 in cash (the “Offer”). The shares in Concentric are listed on Nasdaq Stockholm. The Offeror is a wholly owned, indirect subsidiary of A.P. Møller Holding A/S (“A.P. Moller Holding”), the parent company of the A.P. Moller Group.

The Board of Directors of Concentric has unanimously resolved to recommend the shareholders of Concentric to accept the Offer based on, inter alia, a fairness opinion from Ernst & Young AB, according to which the Offer is fair to Concentric’s shareholders from a financial point of view.

The Offer in brief

• The Offeror offers SEK 230 in cash per share in the Company. The total value of the Offer based on all outstanding 37,326,885[3] shares in Concentric amounts to approximately SEK 8,585 million.
• The consideration payable in respect of the Offer is financed in full by funds available to the Offeror by way of an equity commitment letter issued by APMH Invest A/S, a wholly owned subsidiary of A.P. Moller Holding.
• The Offer represents a premium of:[4]
  • approximately 61.5 percent compared to the closing share price of SEK 142.4 on Nasdaq Stockholm on 28 August 2024, which was the last trading day prior to the announcement of the Offer;
  • approximately 48.7 percent compared to the volume weighted average trading price of SEK 154.7 for the shares on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer;
  • approximately 27.8 percent compared to the volume weighted average trading price of SEK 179.9 for the shares on Nasdaq Stockholm during the last 90 trading days prior to the announcement of the Offer; and
  • approximately 29.7 percent compared to the volume weighted average trading price of SEK 177.3 for the shares on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Offer.
• The Board of Directors of Concentric unanimously recommends the shareholders of Concentric to accept the Offer based on, inter alia, a fairness opinion from Ernst & Young AB, according to which the Offer is fair to Concentric’s shareholders from a financial point of view.
• The Company’s shareholders Första AP-fonden and Cliens Kapitalförvaltning AB, representing in total 6,249,834 shares, corresponding to approximately 16.7 percent of the outstanding[5] shares and votes in Concentric, have undertaken to accept the Offer, subject to the conditions set out under “Undertakings to accept the Offer” below.
• The Offer does not include any rights or warrants held by Concentric’s subsidiaries or employees, or rights granted by Concentric to its employees under any incentive program or stock option plan implemented by Concentric. The Offeror intends to procure reasonable treatment for participants in such programs in connection with the Offer.
• As at the date of this announcement, neither the Offeror nor any closely related companies or closely related parties own any shares or other financial instruments in Concentric which give financial exposure to Concentric’s shares, nor has the Offeror or any closely related companies or closely related parties acquired or taken measures to acquire any shares in Concentric or any financial instruments that give financial exposure to Concentric’s shares during the six months preceding the date of this announcement.
• Completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that the Offeror becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Concentric (on a fully diluted basis)[6]. In addition, the Offer is made on the terms and subject to the conditions (ii) – (vii) set out below in this announcement.
• An offer document regarding the Offer is expected to be made public on or around 20 September 2024. The acceptance period of the Offer is expected to commence on or around 23 September 2024 and expire on or around 1 November 2024.

Jan Thorsgaard Nielsen, Chief Investment Officer at A.P. Moller Holding, comments:

“Concentric is a global leader in pump, fan, and thermal management solutions for the commercial vehicle market, and is uniquely positioned to actively support its customers through the energy transition. Furthermore, Concentric’s innovative solutions are well positioned for expansion into new and adjacent markets such as energy storage and datacentres. To pursue these growth opportunities, the Company faces significant investments in the organisation and product development, initiatives that will require both capital and patience from all stakeholders.

At A.P. Moller Holding, we are committed to actively supporting transition journeys and bring experience in guiding companies through various business cycles. We believe this combined with our long-term investment horizon makes us good owners of Concentric in the next phase of its journey. To make this possible, we have presented an attractive offer and are pleased to have received the unanimous recommendation of Concentric’s Board of Directors, as well as the support from two of Concentric’s largest institutional shareholders, representing nearly 17 percent of the outstanding shares.”

Background to and reasons for the Offer

Concentric is one of the world’s leading players in flow control and fluid power technology for the commercial vehicle market, providing customers with advanced technology pumps, thermal management and hydraulic systems. With its products, Concentric aims to improve customer efficiency through better fuel economy, reducing emissions, and improving engine control through technical solutions and precision engineering. The global company is registered in Sweden, headquartered in the United Kingdom, and has factories in Germany, United Kingdom, USA, India and China.

The Offeror has been following Concentric closely over the past years and believes that Concentric is a well-managed company, consisting of highly competent employees, that has a strong track record and an attractive market position as the leading player in flow control and fluid power technology for the commercial vehicle market.

The Offeror sees an opportunity to leverage Concentric’s historic strengths in its base business to invest in growth opportunities provided by the ongoing advent of electrification in the commercial vehicle sector. Further, the Offeror also believes that Concentric can capture new growth opportunities in adjacent industries, and new geographies.

The emergence of new technologies for supplying products to e-mobility will create a new competitive landscape for Concentric to navigate. To that end, executing on these opportunities will require significant investments and considerable endurance among the Company’s stakeholders in order for Concentric to assume a leading role in the transition while also capturing the opportunities in adjacent markets and new geographies. A.P. Moller Holding has a long-standing commitment and experience in investing in and developing industrial businesses that have a positive impact on society. As the parent company of the Offeror, A.P. Moller Holding can leverage these capabilities and experiences to support Concentric in realising its growth potential in both the primary and the adjacent markets, benefiting from the knowledge and existing footprint of the companies in the A.P. Moller Group. Therefore, it is the Offeror’s firm belief that Concentric will be better positioned to take the necessary bold, longer-term strategic decisions needed to capture future growth in a private setting under the long-term ownership of A.P. Moller Holding.

The Offeror values the skills and talents of Concentric’s management and employees and intends to continue to safeguard the excellent relationship that Concentric has with its employees. Given the Offeror’s current knowledge of Concentric’s business and in light of current market conditions, the Offeror does not intend to materially alter the operations of Concentric following the implementation of the Offer. There are currently no decisions on any material changes to Concentric’s or the Offeror’s employees and management or to the existing organization and operations, including the terms of employment and locations of the business.

The Offer

The shareholders of Concentric are offered SEK 230 in cash per share in the Company. The Offer represents a premium of:[7]

• approximately 61.5 percent compared to the closing share price of SEK 142.4 on Nasdaq Stockholm on 28 August 2024, which was the last trading day prior to the announcement of the Offer;
• approximately 48.7 percent compared to the volume weighted average trading price of SEK 154.7 for the shares on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer;
• approximately 27.8 percent compared to the volume weighted average trading price of SEK 179.9 for the shares on Nasdaq Stockholm during the last 90 trading days prior to the announcement of the Offer; and
• approximately 29.7 percent compared to the volume weighted average trading price of SEK 177.3 for the shares on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Offer.

The total value of the Offer based on all outstanding 37,326,885[8] shares in Concentric amounts to approximately SEK 8,585 million.[9] If, prior to settlement of the Offer, Concentric distributes dividends or in any other way distributes or transfers value to its shareholders, the consideration in the Offer will be reduced accordingly. In order to comply with applicable U.S. federal securities laws (including Rule 14e-1 under the U.S. Exchange Act), the Offer must remain open for at least ten U.S. Business Days following a decrease of the Offer price under the adjustment described above.

No commission will be charged in connection with the settlement of the Offer.

The Offer does not include any rights or warrants held by Concentric’s subsidiaries or employees, or rights granted by Concentric to its employees under any incentive program or stock option plan implemented by Concentric. The Offeror intends to procure reasonable treatment for participants in such programs in connection with the Offer.

The Offeror’s shareholding in Concentric

As at the date of this announcement, neither the Offeror nor any closely related companies or closely related parties own any shares or other financial instruments in Concentric which give financial exposure to Concentric’s shares, nor has the Offeror or any closely related companies or closely related parties acquired or taken measures to acquire any shares in Concentric or any financial instruments that give financial exposure to Concentric’s shares during the six months preceding the date of this announcement.

To the extent permissible under applicable law or regulations, the Offeror and its affiliates may acquire, or take measures to acquire shares in Concentric in other ways than through the Offer. Any acquisitions made or agreed will be in accordance with Swedish law and the Stock Market Self-Regulation Committee’s Takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “Takeover Rules”) and will be disclosed in accordance with applicable rules.

Recommendation from the Board of Directors of Concentric and fairness opinion

The Board of Directors of Concentric unanimously recommends the shareholders of Concentric to accept the Offer based on, inter alia, a fairness opinion from Ernst & Young AB, according to which the Offer is fair to Concentric’s shareholders from a financial point of view.

Undertakings to accept the Offer

The Offeror has received undertakings to accept the Offer from the following shareholders in Concentric:

• Första AP-fonden, whose total ownership amounts to 3,441,964 shares, corresponding to approximately 9.2 percent of the outstanding[10] shares and votes in Concentric; and
• Cliens Kapitalförvaltning AB, whose total ownership amounts to 2,807,870 shares, corresponding to approximately 7.5 percent of the outstanding[11] shares and votes in Concentric.

The undertaking from Första AP-fonden to accept the Offer will terminate (a) on 30 November 2024, with a right for the Offeror, at its sole discretion, to extend this date up until and including 31 January 2025 if the acceptance period in the Offer is extended, or (b) if a third party announces a competing offer to acquire all shares in Concentric at an offer price per share exceeding the price in the Offer, and the Offeror does not within 10 business days from the announcement of such competing offer announce an increase of the price in the Offer, so that the new price per share under the Offer matches or exceeds the offer price per share under the competing offer.

The undertaking from Cliens Kapitalförvaltning AB to accept the Offer will terminate (a) on 31 December 2024, with a right for the Offeror, at its sole discretion, to extend this date up until and including 31 March 2025 if the acceptance period in the Offer is extended, or (b) if a third party announces a competing offer to acquire all shares in Concentric at an offer price per share exceeding the price in the Offer by 3.0 percent, and the Offeror does not within 10 business days from the announcement of such competing offer announce an increase of the price in the Offer, so that the new price per share under the Offer matches or exceeds the offer price per share under the competing offer.

The Offeror has thus, through undertakings by shareholders to accept the Offer, secured acceptances from shareholders representing in total 6,249,834 shares, corresponding to approximately 16.7 percent of the outstanding[12] shares and votes in Concentric.

Description of Circle BidCo and A.P. Moller Holding

The Offeror is a wholly owned, indirect subsidiary of A.P. Moller Holding. The Offeror is domiciled in Denmark and has its registered office in Copenhagen. The Offeror was founded on 26 June 2023 and registered with the Danish Business Authority (Erhvervsstyrelsen) on 26 June 2023 with corporate registration number 44141337. The Offeror’s sole purpose is owning shares in Concentric, executing the Offer and completing the Offer and subsequent de-listing of the shares in Concentric from Nasdaq Stockholm. The Offeror has never conducted and at present does not conduct any other business. The Offeror does not own any shares in Concentric, or any other financial instruments carrying a financial exposure equivalent to a shareholding in Concentric, nor has it acquired any shares or any other financial instruments in Concentric during the six months preceding the announcement of the Offer.

A.P. Moller Holding is the parent company of the A.P. Moller Group, headquartered in Copenhagen, Denmark. The A.P. Moller Group operates in more than 130 countries with over 125,000 employees. It generated a consolidated revenue of USD 56 billion and held a consolidated asset value of USD 110 billion in 2023. The net asset value of A.P. Moller Holding is approximately USD 32 billion.

For more information about A.P. Moller Holding, please visit: www.apmoller.com.

Financing of the Offer

The consideration payable in respect of the Offer is financed in full by funds available to the Offeror by way of an equity commitment letter issued by APMH Invest A/S, a wholly owned subsidiary of A.P. Moller Holding.

The above-mentioned financing will provide the Offeror with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, completion of the Offer is not subject to any financing condition.

Due diligence

The Offeror has, in connection with the preparation of the Offer, conducted a due diligence review of Concentric. Concentric has confirmed that at the time of announcement of the Offer, no information has been provided to the Offeror and its closely related entities in connection with the due diligence review, which has not yet been publicly disclosed and which constitutes inside information regarding Concentric.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that the Offeror becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Concentric (on a fully diluted basis)[13];
2. no other party announcing an offer to acquire shares in Concentric on terms that are more favourable to the shareholders of Concentric than the Offer;
3. with respect to the Offer and completion of the acquisition of Concentric, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in the Offeror’s opinion, are acceptable;
4. neither the Offer nor the acquisition of Concentric being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
5. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Concentric’s financial position, business or operation, including Concentric’s sales, results, liquidity, equity ratio, equity or assets;
6. no information made public by Concentric, or otherwise made available to the Offeror by Concentric, being inaccurate, incomplete or misleading, and Concentric having made public all information which should have been made public; and
7. Concentric not taking any action that is likely to impair the prerequisites for making or completing the Offer.

The Offeror reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions (ii) – (vii) above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to the Offeror’s acquisition of Concentric or if otherwise approved by the Swedish Securities Council.

The Offeror reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition (i) above, to complete the Offer at a lower level of acceptance.

In order to comply with applicable U.S. federal securities laws (including Rule 14e-1 under the U.S. Exchange Act), the Offer may need to be extended following a material change or waiver of condition, including the acceptance level threshold described under (i) above.

Preliminary timetable[14]

As set out above, the completion of the Offer is conditional upon, inter alia, with respect to the Offer and completion of the acquisition of Concentric, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in the Offeror’s opinion, are acceptable. Such clearances, approvals, decisions and other actions are expected to have been received by the end of the acceptance period for the Offer.

The Offeror reserves the right to extend the acceptance period for the Offer, one or several times, as well as to postpone the time for settlement. The Offeror will announce any extension of the acceptance period and/or postponement of the settlement date by a press release in accordance with applicable laws and regulations.

Compulsory redemption proceedings and delisting

If the Offeror, whether in connection with the Offer or otherwise, acquires shares representing more than 90 percent of the total number of outstanding[15] shares in Concentric, the Offeror intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Concentric and to promote delisting of Concentric’s shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as any agreements entered into between the Offeror and Concentric’s shareholders in relation to the Offer, shall be governed by and construed in accordance with Swedish law. Disputes concerning, or arising in connection with the Offer, shall be settled exclusively by Swedish courts, with the Stockholm District Court (Sw. Stockholms tingsrätt) as first instance.

The Takeover Rules and the Swedish Securities Council’s rulings and statements on the interpretation and application of the Takeover Rules are applicable to the Offer. The Offeror has, in accordance with the Swedish Takeover Act (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), undertaken to Nasdaq Stockholm to comply with the Takeover Rules and to submit to any sanctions that can be imposed on the Offeror by Nasdaq Stockholm in the event of a breach of the Takeover Rules.

Advisors

The Offeror has retained Citigroup Global Markets Europe AG and Danske Bank A/S, Danmark, Sverige Filial as financial advisors and White & Case as legal advisor in connection with the Offer.

Circle BidCo ApS

The Board of Directors

The information was submitted for publication on 29 August 2024 at 08:00 (CEST).

Information about the Offer:

Information about the Offer is made available at: www.Circle-BidCo.com.

For enquiries, please contact:

Mika Bildsøe Lassen, Head of Branding and Communications, A.P. Møller Holding A/S

Email: mika.lassen@apmoller.com

Frida Malm, Fogel & Partners

Telephone: +46 730 653 885

Email: apmoller@fogelpartners.se

Important information

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

This announcement is not an offer, whether directly or indirectly, in Australia, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law (the “Restricted Jurisdictions”).

The release, publication or distribution of this press release in or into jurisdictions other than Sweden may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Sweden should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in Sweden to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement has been prepared for the purpose of complying with Swedish law, the Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this press release had been prepared in accordance with the laws of jurisdictions other than Sweden.

Unless otherwise determined by the Offeror or required by Swedish law, the Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any use, means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this press release and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.

The availability of the Offer to shareholders of Concentric who are not resident in and citizens of Sweden may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in or citizens of Sweden should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential and other effects of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, “estimates”, “plans”, “will be” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results and developments may differ materially from those expressed in, or implied or projected by these forward-looking statements due to many factors, many of which are outside the control of the Offeror. Forward-looking statements appear in a number of places throughout this announcement and the information incorporated by reference into this announcement and may include statements regarding the intentions, beliefs or current expectations of the Offeror or Concentric concerning, amongst other things: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies, the expansion and growth of the Offeror’s or Concentric’s business operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation and industry changes on the business of the Offeror or Concentric. Any forward-looking statements made herein speak only as of the date on which they are announced. Except as required by the Takeover Rules or applicable law or regulations, the Offeror expressly disclaims any obligation or undertaking to publicly announce updates or revisions to any forward-looking statements contained in this announcement to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that the Offeror or Concentric have made or may make.

Important notice to shareholders in the United States of America

This offer announcement has not been submitted to or reviewed by the SEC or any U.S. state securities commission and neither the SEC nor any such U.S. state securities commission has approved or disapproved or determined whether this offer announcement is truthful or complete. Any representation to the contrary is a criminal offence in the U.S.

The Offer is being made for the issued and outstanding shares in the Company, which are listed on Nasdaq Stockholm, and is subject to the Takeover Rules, the Swedish Securities Council’s (Sw. Aktiemarknadsnämnden) rulings and statements on the interpretation and application of the Takeover Rules applicable to the Offer and the Swedish Takeover Act (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden) and Swedish disclosure and procedural requirements, which are different from those of the U.S. It is important for U.S. shareholders to be aware that this offer announcement is subject to disclosure and takeover laws and regulations in Sweden that are different from those in the U.S. In addition, U.S. shareholders should be aware that this offer announcement has been prepared in accordance with Swedish format and style, which differs from the U.S. format and style. In particular the financial information of the Company included or incorporated by reference herein has been prepared in accordance with generally accepted accounting principles in Sweden and International Financial Reporting Standards, as applicable, and thus may not be comparable to financial information of U.S. companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Offer is being made in the U.S. in reliance on, and in compliance with, Section 14(e) of, and Regulation 14E under, the U.S. Exchange Act and the “Tier II” exemption provided by Rule 14d-1(d) under the U.S. Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. U.S. shareholders are urged to read this offer announcement, which is available via www.Circle-BidCo.com.

To the extent permissible under applicable Swedish and U.S. securities laws, rules and regulations and pursuant to exemptive relief granted by the SEC from Rule 14e-5 under the U.S. Exchange Act, the offeror and its subsidiaries and affiliates or their respective nominees or brokers and their brokers’ affiliates (acting as agents for the offeror, its subsidiaries and its affiliates) may from time to time after the date of this offer announcement, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase shares or any securities that are convertible into, exchangeable for or exercisable for shares from shareholders who are willing to sell their shares outside the Offer, including purchases in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases will be made outside the U.S. and will be made in accordance with applicable law, including that they will not be made at prices higher than the Offer price or on terms more favourable than those offered pursuant to the Offer unless the Offer price is increased accordingly. Any information about such purchases or arrangements to purchase will be publicly disclosed in the U.S. at the website www.Circle-BidCo.com to the extent that such information is made public in accordance with the applicable laws and regulations of Sweden. In addition, the financial advisors to the Company and, to the extent permissible under applicable Sweden and U.S. securities laws, rules and regulations and pursuant to exemptive relief granted by the SEC from Rule 14e-5 under the U.S. Exchange Act, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

It may be difficult for U.S. shareholders to enforce their rights and any claim arising out of U.S. securities laws, since the offeror and the Company are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. shareholders may not be able to sue a non-U.S. company or its officers or directors in a U.S. or non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment. The receipt of cash pursuant to the Offer by a U.S. shareholder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each U.S. shareholder of shares is urged to consult his or her independent professional advisor immediately regarding the U.S. tax consequences of an acceptance of the Offer. Neither the SEC nor any securities commission of any State of the U.S. has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this offer announcement. Any representation to the contrary is a criminal offence in the U.S.

Citigroup Global Markets Europe AG (“Citi”), which is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) and Bundesbank, and Danske Bank A/S, Danmark, Sverige Filial (“Danske Bank”), which is authorised and regulated by the Danish Financial Supervisory Authority (Finanstilsynet), are acting exclusively for the Offeror and no one else in connection with the Offer, matters referred to in this offer announcement, any other statement concerning the Offer or otherwise, and will not be responsible to anyone other than the Offeror for providing the protections afforded to respective clients of Citi and Danske Bank or for providing advice in connection with the Offer, matters referred to in this offer announcement, any other statement concerning the Offer or otherwise. Neither Citi nor Danske Bank, nor any of their respective affiliates, partners, directors, officers, employees or agents owes or accepts any liability or responsibility (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to anyone who is not a client of Citi or Danske Bank in connection with the Offer, matters referred to in this offer announcement, any other statement concerning the Offer or otherwise.