PUBLIC OFFER FOR CONVERSION RIGHTS IN ERICSSON IN ACCORDANCE WITH PREVIOUS ANNOUNCEMENT
PUBLIC OFFER FOR CONVERSION RIGHTS IN ERICSSON IN ACCORDANCE WITH PREVIOUS ANNOUNCEMENT ·A group of Swedish institutional shareholders[1]are making a public offer to acquire conversion rights proposed to be issued to Ericsson's A-shareholders in connection with the amendment of the ratio of the voting rights. · SEK 1.10 in cash is offered for each conversion right. · The estimated acceptance period is 20 September - 20 October 2004. By way of this press release no offer is made, directly or indirectly, to persons in the United States of America, Australia, Japan or Canada, or to persons, whose participation in the offer requires additional prospectuses, registration or other measures, in addition to those required under Swedish law. The offer will not be open for acceptance by persons located or resident in any such jurisdiction. This press release and any other related materials have not been distributed in or sent into, and must not be distributed in or sent into, the United States of America, Australia, Japan or Canada, or any other country where such distribution or the offer requires additional prospectuses, registration or other measures in addition to those required under Swedish law or does not comply with law or regulations in such country. Background On 19 February 2004 Telefonaktiebolaget LM Ericsson ("Ericsson" or the "Company") announced that the working group which had investigated the voting rights questions in Ericsson (the "Working Group") had presented a proposal to reduce the difference in voting rights between A-shares and B-shares from 1000:1 to 10:1 (the "Proposal"). The Proposal involved an amendment of the articles of association and the issuance to A-shareholders of a special financial instrument, a conversion right ("Conversion Right"), entitling the holder to, during a certain period of time, convert a B-share in Ericsson to an A-share in the Company. For further details on the Proposal, reference is made to Ericsson's notice to convene an extraordinary general meeting of shareholders (see below). In order to afford A-shareholders a convenient and cost-efficient opportunity to sell the Conversion Rights which they would receive under the Proposal, the Proposal included, among other things, that a group of major shareholders in Ericsson would make a cash offer to the market to acquire the Conversion Rights for SEK 1.10 for each Conversion Right. Extraordinary general meeting of shareholders in Ericsson The board of directors of Ericsson will convene an extraordinary general meeting of shareholders in the Company, to be held on 31 August 2004, at which the shareholders are to decide on the Proposal. The Offer In this connection, the undersigned shareholders in Ericsson (jointly the "Offerors") have resolved to make a public offer (the "Offer") to the future holders of Conversion Rights in Ericsson to sell and transfer their Conversion Rights to the Offerors for SEK 1.10 in cash per Conversion Right. The Offer is conditional on the afore-mentioned extraordinary general meeting of the Company resolving to issue Conversion Rights in accordance with the Proposal. Shareholders in Ericsson who have undertaken to vote in favour of the Proposal together represent approximately 88% of all votes in the Company. Together they also represent approximately 89% of all A-shares in the Company. The estimated acceptance period for the Offer is 20 September - 20 October 2004. No commission will be charged when Conversion Rights are transferred under the Offer. AB Industrivärden, Handelsbankens Pensionsstiftelse, Handelsbankens Pensionskassa and Svenska Handelsbankens Personalstiftelse have announced that they intend to exercise all Conversion Rights allotted to them for conversion. Investor AB has announced that it will not tender any Conversion Rights into the Offer and has also undertaken not to dispose of any Conversion Rights in a manner permitting them to be tendered into the Offer. Each of the Offerors and Livförsäkringsaktiebolaget Skandia have undertaken not to tender Conversion Rights into the Offer to the extent that the number of such Conversion Rights corresponds to the number of A-shares held by each party as of 18 February 2004. Accordingly, the Offer is not being made for any of the Conversion Rights as mentioned above. Additionally, the Offer is not being made for Conversion Rights held by persons in the United States of America, Australia, Japan or Canada, or by persons whose participation requires additional prospectuses, registration or other measures in addition to those required under Swedish law. The Offerors will, in accordance with a separate agreement, distribute between them the Conversion Rights acquired in the Offer, in the manner set out in Table 2 below. The table also states the respective Offerors' holdings of shares and votes in Ericsson as of 28 May 2004. Each Offeror assumes full responsibility for fulfilment of the Offer in relation to the sellers of Conversion Rights. No representations as to the acceptance of the Offer have been obtained. Apart from what is indicated above, shareholders have made no statements concerning the Offer to the Offerors. It is estimated that the proceeds for the Conversion Rights tendered in the Offer will be paid out on or about 29 October 2004. The Offer is being made for approximately 70 million Conversion Rights, corresponding to approximately 2.3% of all votes in Ericsson after conversion in full. The total value of the Offer is estimated to approximately SEK 77 million. The Offer does not require external financing. With respect to the Offer, the Rules of the Swedish Industry and Commerce Stock Exchange Committee (Näringslivets Börskommitté) on Public Offers for the Acquisition of Shares (the "NBK Rules") as interpreted by the Swedish Securities Council (Aktiemarknadsnämnden) will be observed in applicable parts. The Offer shall be governed by Swedish law. Any disputes in connection with the Offer shall be settled exclusively by Swedish courts. Table 1 below states the number of votes of Ericsson's ten largest shareholders based on voting rights as of 28 May 2004, and their voting rights - based on their holdings of shares on the same date - after amendment of the difference in voting rights and assuming that all A- shareholders exercise the Conversion Rights allotted to them for conversion. Reasons for the Offer The Offer constitutes an integral part of the Proposal to reduce the difference in voting rights in Ericsson. The issuance of Conversion Rights to A-shareholders in Ericsson permits each A-shareholder to choose between exercising the Conversion Right together with a B-share previously held or acquired, or selling the Conversion Right. Selling Conversion Rights in the market may involve comparatively high costs for holders who, in view of limited holdings of A-shares, only receive a small number of Conversion Rights. For that reason, the public offer for the acquisition of Conversion Rights made in connection with the issue of the rights would present a convenient way for the A- shareholders to sell Conversion Rights that they do not want to exercise for conversion of B-shares. Therefore, the Offerors have undertaken to make this public offer. General timetable An information brochure describing the Offer together with an application form will be made available to the A-shareholders in Ericsson on or about 15 September 2004. A prospectus will be published on or about 13 September 2004 and will thereafter be available at SEB, Issue Department and Handelsbanken, Issue Department. The estimated acceptance period for the Offer is from 20 September up to and including 20 October 2004. Payment of proceeds is estimated to start on 29 October 2004. Table 1 Share of voting rights[2] After amendment of the articles of Shareholders Prior to association and full exercise of all Conversion Rights amendment of the articles of association and conversion [3] 19.43% 1.Investor AB 38.29% (1) 13.28% 2.AB Industrivärden 27.72% (2) 3.00% 3.Handelsbankens 7.21% (3) Pensionsstiftelse 2.92% 4.Fidelity funds[4] 0.12% (14) 2.63% 5.Livförsäkringsaktiebo- 4.45% (5) laget Skandia 2.27% 6.Handelsbankens 4.72% (4) Pensionskassa 1.36% 7.Gamla Livförsäkrings- 1.95% (6) aktiebolaget SEB Trygg Liv 1.34% 8.Robur funds 0.06% (16) 0.86% 9.Nordea's funds in 0.04% (17) Sweden and Luxem- bourg 10. Handelsbanken/SPP funds 0.18% (12) 0.77% Table 2 The Offerors' holdings of shares in Ericsson (share capital and votes) as of 28 May 2004 and the distribution among the Offerors of the Conversion Rights acquired in the Offer Holding of shares in Ericsson as Votes Offeror of 28 May 2004 Share of the Conver sion Rights acquired in the Offer Share capital % % % Gamla Livförsäk- ringsaktiebolaget SEB Trygg Liv 0.91 1.95 5.4 Tredje AP-fonden 1.05 0.78 6.4 Första AP-fonden 1.22 0.36 8.5 Handelsbanken funds 0.90 0.17 5.7 Handelsbanken Liv Försäkrings AB 0.05 0.14 0.3 SEB funds 1.15 0.07 8.6 Robur funds 2.31 0.06 18.4 Arbetsmarknadsför- säkringar, pensions- försäkringsaktiebolag 1.98 0.05 13.1 Nordea's funds in Sweden and Luxembourg 1.49 0.04 9.4 Alecta Pensionsför- 1.16 0.03 6.9 säkring, ömsesidigt Andra AP-fonden 1.23 0.03 7.3 Fjärde AP-fonden 1.19 0.03 7.9 SPP funds 0.32 0.01 2.1 For further information, please contact: Marianne Nilsson, Robur, Tel: +46 (0)8-58 59 24 15 Peter Rudman, Nordea's funds in Sweden and Luxembourg, Tel: +46 (0)733-57 70 23 Mats Guldbrand, AMF Pension, Tel: +46 (0)156-40015 or +46 (0)706-01 8983 Björn Lind, SEB Fonder, Tel: +46 (0)705-57 28 66 Stockholm, 21 July 2004 Alecta Pensionsförsäkring, ömsesidigt Andra AP-fonden Arbetsmarknadsförsäkringar, pensionsförsäkringsaktiebolag Fjärde AP-fonden Första AP-fonden Gamla Livförsäkringsaktiebolaget SEB Trygg Liv Handelsbanken Fonder AB representing funds Handelsbanken Liv Försäkrings AB Nordea's funds in Sweden and Luxembourg Nordea Fonder AB representing funds Nordea Fonder Alfa AB representing funds Nordea Fonder Beta AB representing fund Nordea Investment Funds Company I S.A. representing funds Nordea Investment Funds Company II S.A. representing funds Robur funds Robur Fonder AB representing funds FöreningsSparbanken Fonder AB representing funds Roburs Första Allemansfond AB representing fund Roburs Andra Allemansfond AB representing funds Roburs Tredje Allemansfond AB representing fund Roburs Fjärde Allemansfond AB representing fund SEB funds SEB Fondinvest AB representing funds SEB Fonder AB representing funds SEB Lux Fund Management Company SA representing funds SEB Lux Equity Fund Management Company SA representing funds SPP Fonder AB representing funds Tredje AP-fonden ------------------------------------------------------------------------ [1] The institutional shareholders are listed on page 6-7 below. They include certain Luxembourg-based funds. [2] Based on shareholdings as of 28 May 2004 according to information received from the VPC (the Swedish Securities Register Center). [3] The numbers in parenthesis indicate the shareholders' order of precedence based on each shareholder's share of the total voting rights. [4] Fidelity funds' share of the voting rights is based on the most recent available information, which is of 31 December 2003. ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2004/07/21/20040721BIT20130/wkr0010.pdf