Public offer to the shareholders of Diligentia AB (publ) from Castellum AB (publ)

Public offer to the shareholders of Diligentia AB (publ) from Castellum AB (publ) According to a press release of January 18, 2000, Castellum has announced a public offer to the shareholders of Diligentia. You can take part of the content of the press release mentioned above by clicking on the following link; http://www.castellum.se/main.cfm?action=press&pressaction=view&id=122&pr_i d=46 Would you like to take part of the content of the official offer document, which was published on March 1, 2000, or order the printed version of the offer document, click on the following link; http://www.castellum.se/main.cfm?id=401&last=107 For further information about Castellum, look at www.castellum.se. The recommendation by the Board of Directors of Diligentia concerning the public offer from Castellum is presented below: ------------------------------------------------------------------- Recommendation by the Board of Directors of Diligentia On the 18th January 2000, the Board of Directors of Castellum announced a public offer to the shareholders of Diligentia to tender their shares in Diligentia for newly issued shares in Castellum. It is the duty of the Board of Directors to protect the interests of Diligentia's shareholders and seek out opportunities to create shareholder value. In its assessment of the recent offer from the Board of Castellum, the Board of Diligentia took into particular consideration the industrial and financial consequences of a merger. Since the market values of the two companies are at a discount in relation to net asset value, the proposal by the Board of Castellum of a dividend to the shareholders of SEK 4.50 per share as well as their intention to make a share repurchase/redemption worth SEK 2,500 million greatly influenced the position of the Board of Diligentia. In addition to the tender condition of one Castellum share for one Diligentia share, Castellum's proposed dividend of SEK 4.50 per share and the planned share repurchase/redemption is estimated to represent a total cash payment of about SEK 27 per share in Diligentia. To this should be added the fact that Castellum's Board has stated its explicit intention to act in various ways to create further value for shareholders. Against this background, the Board of Diligentia unanimously decided to recommend the shareholders to accept Castellum's offer. Stockholm, 18th February 2000 Diligentia AB (publ) The Board of Directors ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/03/01/20000301BIT00590/bit0001.doc http://www.bit.se/bitonline/2000/03/01/20000301BIT00590/bit0002.pdf