Announcement of outcome of the Offer after the extended acceptance period
On 16 June 2008, Oy Karl Fazer Ab (“Fazer”) announced a public offer to the shareholders in Fazer Konfektyr Service AB (publ) (formerly Cloetta Fazer AB (publ)) (“Fazer Konfektyr”), to tender all their shares in Fazer Konfektyr to Fazer (the “Offer”). The Offer consisted of SEK 202 in cash and 0.92 shares of class B in Cloetta AB (publ) (“Cloetta”) for each share in Fazer Konfektyr. The Offer was declared unconditional by Fazer on 5 December 2008. The outcome of the Offer after the ordinary acceptance period was made public on 31 December 2008 and in connection therewith, the Offer was extended until 12 January 2009. No further extension will be made.
Following a calculation after the expiration of the extended acceptance period, it follows that shareholders in Fazer Konfektyr, representing in total 2,360,000 shares of class A and 9,032,561 shares of class B, corresponding to 47.23 per cent of the number of shares and 49.40 per cent of the votes in Fazer Konfektyr, have accepted the Offer (the number of shares that have been tendered in the Offer during the extended acceptance period is 46,210 shares of class B).
Prior to the date of this announcement, Fazer has also, directly or indirectly, acquired in total 7,551,055 shares of class B in Fazer Konfektyr outside of the Offer, corresponding to 31.31 per cent of the number of shares and 11.43 per cent of the votes in Fazer Konfektyr. Together with the shares tendered in the Offer and the shares already held by Fazer, this means that Fazer holds 4,660,000 shares of class A and 19,280,643 shares of class B in Fazer Konfektyr, corresponding to 99.26 per cent of the number of shares and 99.73 per cent of the votes in Fazer Konfektyr. Settlement for shares tendered during the extended acceptance period is expected to commence on 19 January 2009. Fazer reserves the right to acquire further shares in Fazer Konfektyr in the market.
Fazer intends to call for compulsory purchase of the outstanding minority shares in Fazer Konfektyr. Fazer Konfektyr announced in a press release on 13 January 2009 that the Board of Directors of Fazer Konfektyr has requested delisting which has been approved by NASDAQ OMX Stockholm AB. The last day of trading with Fazer Konfektyr’s class B share will be 23 January 2009.
Helsinki, 13 January 2009
Oy Karl Fazer Ab
Board of Directors