Danzas to acquire ASG

Danzas to acquire ASG for SEK 265 per share plus dividend In conjunction with a public offer by Danzas @ the Swiss-based international logistics company @ for Sweden's ASG AB, Custos has signed an agreement with Danzas to sell all of Custos' shares in ASG to Danzas. The main points of the transaction are: ASG will become part of Danzas and thus part of the Deutsche Post Group, Europe's leading logistics and transport company This is an attractive proposition for ASG's shareholders, customers, suppliers and employees The purchase price is SEK 265 per Series A and Series B share. In addition, 1 these shares will entitle their existing holders to the dividend for 1998 The transaction will increase Custos' net asset value by approximately SEK 8 2 per Custos share The transaction will add a total of SEK 1.2 billion to Custos' liquidity, including the dividend The total return to Custos since its first investment in ASG in 1997 will be 123 percent, 107 percentage points higher than the Findata Yield Index during the same period. Chief Executive Officer's comments "This is an industrially suitable transaction that is good for all of ASG's interested parties - shareholders, customers, suppliers and employees. The fragmented European transport and logistics industry must respond to increased customer demands for broad international solutions with high value-added. This transaction thus follows a clear trend toward larger units with pan-European and global coverage. It will make ASG part of the Deutsche Post Group, which after its acquisitions of Danzas, Nedlloyd ETD and other companies, is Europe's absolutely leading logistics company. "ASG's strong position in the Nordic countries complements the strong position of Danzas and Nedlloyd in southern and central Europe. This will enable ASG to offer its customers an even more competitive transport network, thereby improving its product range and increasing its growth potential. Because the overlap with ASG's existing Nordic operations is also limited, the transaction will have a positive impact on ASG's freight forwarders and its approximately 5,700 employees. "Since Custos became ASG's main shareholder in August 1997, the company has taken a variety of steps to strengthen its position. ASG has bolstered its management and initiated a successful effort to improve its operations, which has begun to deliver results. ASG has increased the degree of specialization in its operating structure, among other things by successfully divesting Frigoscandia. It has begun investing in higher growth within its core operations, by such means as acquisitions and expansion in third party logistics and by establishing Internet-based home distribution operations through ASG Direct. The transaction with Danzas is a logical extension of these efforts to make ASG one of Europe's leading companies in logistics and transport services. "The investment in ASG has been a good business proposition for Custos' shareholders. Total return since August 1997 has been 123 percent, compared to an increase of 16 percent in the Findata Yield Index during the same period. 1 The proposed dividend is SEK 5 per share 2 Based on a value of SEK 265 + 5 per share, compared to the SEK 214 closing price paid per ASG share on April 22, 1999 Custos' annual effective return on the investment is 58 percent, compared to 16 percent for the Findata Yield Index." The transaction in brief Danzas, a subsidiary of Deutsche Post AG, intends to present a public offer for all shares in ASG AB. Its offer is SEK 265 for Series A and Series B shares in ASG, respectively. In addition, the shares will entitle the existing holder to the dividend for 1998, which the Board of Directors of ASG previously proposed at SEK 5 per share, with an estimated payment date of May 11, 1999. The Board of ASG AB has declared that it recommends that ASG shareholders accept the offer. As part of the agreement with Danzas, Custos has undertaken to sell all of its 3,874,271 ASG Series B shares to Danzas, conditional upon the approval of the European Commission's Directorate General for Competition. Danzas has also received an option to purchase all 726,750 of Custos' ASG Series A shares. For further particulars, see Danzas' press release on the transaction. Return on Custos' investment more than 100 percent Custos began its investment in ASG in August 1997. The total return on this investment to date is 123 percent, compared to 16 percent growth in the Findata Yield Index during the same period. Annual effective return is 58 percent, compared to 16 percent for the Findata Yield Index. The price of SEK 265 per ASG Series A and Series B share plus the dividend of SEK 5 represents an increase of approximately SEK 8 per Custos share in the net asset value of Custos. This calculation is based on the last price paid on April 22, 1999, SEK 214 per ASG share, which was the value per ASG share included in Custos' most recently published estimate of its net asset value on April 23, 1999. The transaction will provide Custos with additional liquidity of SEK 1.2 billion, including the dividend. The total capital gain for Custos´ investment in ASG is MSEK 688. Stockholm, April 26, 1999 AKTIEBOLAGET CUSTOS (publ) Christer Gardell Chief Executive Officer Questions will be answered by Christer Gardell (+46 8 440 57 70) This press release is published in Swedish and English. In the event of any difference between the English version and the Swedish original, the Swedish version shall govern. ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/1999/04/26/19990426BIT00080/bit0001.doc http://www.bit.se/bitonline/1999/04/26/19990426BIT00080/bit0002.pdf