GTIE makes a Public Offer for Emil Lundgren

GTIE makes a Public Offer for Emil Lundgren * The French company Compagnie Générale de Travaux et d'Ingérierie Électriques S.A ("GTIE"), part of the construction group Société Générale d'Entreprises (SGE), has today announced a public offer ("the Offer") to the shareholders of Emil Lundgren AB (publ) ("Emil Lundgren") to acquire all outstanding shares in Emil Lundgren. * The Board of Emil Lundgren recommends the shareholders of Series B to accept the Offer. * Lennart Lundgren, Bertil Lundgren and Åke Lundgren with their respective family, Emil Lundgren's largest shareholders, have signed an agreement ("Agreement") to sell 612,000 shares of Series A and 1,101,740 shares of Series B in Emil Lundgren representing 52.7 percent of the outstanding capital and 82.5 percent of the voting rights. The price of the Agreement is SEK 94.50 per share of Series A and SEK 78.50 per share of Series B. The premium for the shares of Series A is based among other things on the fact that the shareholders of Series A have guaranteed the status of Emil Lundgren. * The Agreement and the Offer corresponds to a total consideration for all shares outstanding in Emil Lundgren, amounting to SEK 265 millions. * Johan Rapp with family owner of in total 429,120 shares of Series B, representing 13.2 percent of the capital and 4.9 percent of the votes have undertaken to tender his shares in the Offer. * GTIE will control 65.9 percent of the capital and 87.4 percent of the votes, including the shares acquired in the Agreement and the undertaking by Johan Rapp with family to tender their shares in the Offer. * The Agreement is conditional upon the approval from the relevant competition authorities. As of today, beside the Agreement, GTIE has no shareholding interest in Emil Lundgren. GTIE's Offer in brief * The shareholders of Emil Lundgren are being offered SEK 78.50 in cash for each share of Series B. Commission is not being charged. * GTIE's obligation to implement the Offer will be conditional upon the approval from the relevant competition authorities. Based on the last price paid for the Emil Lundgren share of Series B on the OM Stockholmsbörens' OTC list the last trading day prior to the announcement, the Offer represent a premium of 64 percent. Based on the average closing prices of the Emil Lundgren share of Series B for the last 30 trading days prior to the announcement, the Offer represents a premium of 77 percent. The total value of the Offer is approximately SEK 120 million, corresponding to 47.3 percent of the capital and 17.5 percent of the votes in Emil Lundgren. The Offer will be made through a GTIE wholly owned Swedish subsidiary. When the approval from the competition authorities has been obtained the rules regarding the obligation to make a public offer will be applicable according to NBK's recommendation regarding a public offer for purchase of shares. Background and reasons for the Offer Emil Lundgren and GTIE have complementary geographical market coverage. The two companies have the same strategy in focusing on high-quality value-added solutions and development in Europe. GTIE, leader on the French market has acquired a strong position in the UK, Germany and the Netherlands. GTIE's ambition is to build a strong European network of companies in engineering, installation and maintenance that can combine quality, flexibility and customer orientation. The goal is to be able to manage complex tailor made and large projects and be close to the clients by diversifying the Group's geographical presence. Christian Péguet, Chairman of the Board and President of GTIE, says: "I am confident that this transaction will be of great benefit for both companies. We will be able to combine our skills and experiences at the same time as we can support Emil Lundgren's expansion in the Scandinavian countries and internationally. I look forward to the integration of Emil Lundgren in GTIE's network of European companies. Emil Lundgren will become a major actor in GTIE. Our group has an outstanding experience of operating a network of autonomous companies relating to their identity and brand names, while being part of our European network." Lennart Lundgren, Managing Director of Emil Lundgren who will retain this position and who is one of the three largest shareholders together with his brothers Åke and Bertil, says: "My grandfather has founded Emil Lundgren at the beginning of the century. The active involvement of my family over three generations has contributed to Emil Lundgren's strong position on the electrical installation market in Sweden. We therefore believe it as important that Emil Lundgren, which has a very competent and professional management and workforce, also in the future has a serious industrial owner with long-term ambitions. GTIE fulfills these criteria perfectly. With GTIE as owner, we will now benefit from the company's experience from other markets and from its competence in automation, system integration and information & communication technology segments. This will strengthen our competitiveness and thereby benefit our customers and our employees. At the same time our customer base will be largely broadened." Emil Lundgren's Board of Directors have considered the Offer announced by GTIE to purchase all outstanding shares of Series B in Emil Lundgren for SEK 78,50 in cash per share and determined unanimously to make the following statement to the shareholders: "GTIE and Emil Lundgren will together form a strategic strong unit within the European electrical installation market. This unit will have good market positions in several European markets and the combined strength forms the basis for increased competitiveness and continued growth. The Board considers the Offer to be favourable from an industrial as well as an economical point of view and recommends Emil Lundgren's shareholders to accept the Offer." Preliminary timetable An Offer Prospectus is expected to be published and distributed to the shareholders of Series B in Emil Lundgren in the middle of January 2000. The acceptance period is expected to run from the middle of January 2000. Settlement is expected to begin in the middle of February 2000. GTIE reserves the right to extend the acceptance period, as well as to postpone the time for settlement for shareholders that tender their shares during the extended acceptance period. Handelsbanken Markets is acting as advisor to GTIE in connection with the Offer to the shareholders of Emil Lundgren. Montesson and Gothenburg GTIE Emil Lundgren AB (publ) For further information: Emil Lundgren Per Knuts, Chairman +46 30 650 18 Lennart Lundgren, Managing Director +46 31 65 90 00 GTIE Christian Péguet, Chairman and President +33 1 30 86 70 10 Philippe Lemaistre, Managing Director +33 1 41 38 53 28 Jean-Marie Dayre, Managing Director GTIE International +33 1 41 38 51 39 Description of GTIE GTIE is a wholly owned subsidiary of SGE, a company listed on the Paris Stock Exchange. SGE had a turnover of SEK 70 billion in 1998. GTIE is the market leader in France and one of the leading European companies in electrical engineering and works, with a turnover of SEK 15 billion in 1998. Almost 20 percent of the total turnover is generated outside France, mainly Germany, the Netherlands and the UK. International activities are growing rapidly. The company has approximately 20,000 employees. Description of Emil Lundgren Emil Lundgren is a public company listed on the OM Stockholmsbörs' OTC- list since 1984 with a turnover of SEK 582 million in 1998. Emil Lundgren has approximately 900 employees. Emil Lundgren is one of the five largest electrical contractors in Sweden. The Group has its head office in Gothenburg. Subsidiaries or divisions are located in Stenungsund, Trollhättan, Stockholm and Landskrona. The Group also has branches or project offices in a number of other locations. In addition, Emil Lundgren has subsidiaries in Norway, Poland and Hungary. Projects are or have been carried out in other parts of the world, e.g. in P.R. China, Algeria, Saudi Arabia, Kuwait, Brazil, Slovakia and Lithuania. The Group has four main business areas; electrical installations, telecommunication, instrumentation and automation. Emil Lundgren's high competence makes it possible for the Group to take on a total responsibility for projects within the four business areas. These projects can involve design, installations, supply of material and equipment as well as taking responsibility for test and commissioning. ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/1999/12/15/19991215BIT00210/bit0001.doc http://www.bit.se/bitonline/1999/12/15/19991215BIT00210/bit0002.pdf