Altor and Stena Adactum announce a recommended cash offer of SEK 25 per share to the shareholders of Gunnebo

This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important information" at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled "Special notice to shareholders in the United States" at the end of this announcement.

Altor Fund Manager AB [1] ("Altor") and Stena Adactum AB ("Stena Adactum"), through GB HoldCo AB [2] ("GB HoldCo"), hereby announce a recommended public offer to the shareholders of Gunnebo Aktiebolag ("Gunnebo" or the "Company") to tender all shares in Gunnebo to GB HoldCo [3] at a price of SEK 25 in cash per share (the "Offer"). The shares in Gunnebo are listed on Nasdaq Stockholm, Mid Cap.

Summary

• GB HoldCo offers SEK 25 in cash per Gunnebo share. The total value of the Offer, based on the 70,746,894 [4] shares in Gunnebo not directly or indirectly owned by GB HoldCo or closely related parties, amounts to approximately SEK 1,769 million.
• The price offered for the shares represents a premium of 33 percent to the closing price for the shares on 25 September 2020 (the last day of trading prior to the announcement of the Offer), a premium of 32 percent to the volume-weighted average trading price for the shares over the last 10 trading days ended on 25 September 2020 (the last day of trading prior to the announcement of the Offer) and a premium of 31 percent to the volume-weighted average trading price for the shares over the last 90 trading days ended on 25 September 2020 (the last day of trading prior to the announcement of the Offer).
• GB HoldCo will not increase the consideration of SEK 25 in the Offer. By this statement GB HoldCo cannot, in accordance with Nasdaq Stockholm's Takeover rules (the "Takeover Rules"), increase the consideration in the Offer.
• The board of directors of Gunnebo unanimously recommends that Gunnebo's shareholders accept the Offer. The recommendation is supported by a fairness opinion provided by Skandinaviska Enskilda Banken AB ("SEB").
• Vätterledens Invest Aktiebolag with affiliates ("VIAB") and If Skadeförsäkring AB (publ) ("If"), with in total approximately 30 percent of the shares and votes in Gunnebo, have undertaken to accept the Offer on certain conditions. Together with shares already held by Stena Adactum (approximately 26 percent), GB HoldCo has obtained undertakings with respect to approximately 56 percent of the shares and votes in Gunnebo.
• Stena Adactum has undertaken to co-operate with Altor on an exclusive basis in making the Offer to the shareholders of Gunnebo.
• The acceptance period in the Offer is expected to commence on 1 October 2020 and end on 12 November 2020.

Bengt Maunsbach, Partner at Altor, comments:

“We see great potential in the Company, but also recognize that additional financial resources and extensive operational measures will be required to make necessary investments and reposition Gunnebo towards the most attractive product areas. We have extensive experience from working side by side with companies under transformational processes and we look forward to collaborating long-term with Stena Adactum and Gunnebo's management. We are also encouraged by the support for the offer from the board of directors and major shareholders."

Martin Svalstedt, CEO [5] of Stena Adactum, and member of Gunnebo's board of directors, comments:

”Stena Adactum has been a dedicated shareholder of Gunnebo since 2000, and we see interesting opportunities ahead for the Company. We are confident that Gunnebo will best be able to execute on the continuous development of the business under private ownership supported by us and Altor in a strong and active partnership.”

Mikael Jönsson, President of VIAB, comments:

“VIAB has, as a shareholder since 1994, monitored the Company's development closely. The time is now right to take the next step, and we are convinced that Gunnebo will experience a positive development under private ownership by Altor and Stena Adactum.”

Fredrik Ahlin, Senior Investment Manager at If, comments:

“We have, after careful evaluation, decided to accept the offer from Altor and Stena Adactum. We believe that this is the best solution for the Company and its shareholders.”

Background and reasons for the Offer

Gunnebo develops, manufactures, markets and sells security products, software and services. The Company has its headquarters in Gothenburg with operations globally through own presence in approximately 25 countries. In addition, Gunnebo's products and solutions are sold in more than 100 markets through comprehensive distribution networks.

Altor has followed Gunnebo for a longer time and is impressed by the Company and its market positions in a number of interesting segments. Following the decision regarding a new strategic direction, Gunnebo has undergone a reorganization and a number of divestments have been made. Altor and the current main shareholder Stena Adactum believe that parts of the restructuring still needs additional focus and that Altor and Stena Adactum, through GB HoldCo, can be helpful in supporting the management of Gunnebo to complete this process. Further, Altor and Stena Adactum are convinced that Gunnebo could benefit from having an owner with the necessary financial resources to execute and accelerate the acquisition-driven growth trajectory to drive consolidation and help build larger market positions in Gunnebo's key business areas.

Given some of the strategic initiatives identified by the Company to improve Gunnebo's competitive position and long-term attractiveness may have a negative impact on the near to mid-term performance, Altor and Stena Adactum believe that Gunnebo would benefit from operating under private ownership rather than as a listed entity.

GB HoldCo's plans for the future business and general strategy involves acceleration of Gunnebo's current strategy for its business units by continuing to invest in organic growth initiatives and acquisitions in the most attractive product areas. GB HoldCo supports the current strategic review of the business unit Other Business. Further, GB HoldCo intends to operate the business units Entrance Control, Safe Storage and Cash Management as stand-alone businesses and evaluate development opportunities and future mergers, acquisitions and divestments within these business units. GB HoldCo's plans for the future business and general strategy do not currently include any other material changes with regard to Gunnebo's operational sites, its management and employees, including their terms of employment.

The Offer  

Consideration

GB HoldCo offers SEK 25 in cash for each share in Gunnebo. [6]

GB HoldCo will not increase the consideration of SEK 25 in the Offer. By this statement GB HoldCo cannot, in accordance with the Takeover Rules, increase the consideration in the Offer.

Certain employees hold warrants in Gunnebo issued within an incentive program. Such financial instruments are not included in the Offer. However, GB HoldCo will procure that the owners of such warrants in Gunnebo will receive reasonable treatment.

Should Gunnebo, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly. In the event of either of the foregoing, GB HoldCo reserves the right to determine whether this price adjustment mechanism or condition 7 to completion of the Offer (see below) shall be invoked.

No commission will be charged in respect of the settlement of the Gunnebo shares tendered to GB HoldCo under the Offer.

Premiums

The price of the Offer represents a premium of [7]:

• 33 percent compared to the closing price on Nasdaq Stockholm on 25 September 2020 (the last day of trading prior to the announcement of the Offer), of SEK 18.82 for the shares;
• 32 percent compared to the volume-weighted average trading price of SEK 18.98 for the shares over the last 10 trading days ended on 25 September 2020 (the last day of trading prior to the announcement of the Offer); and
• 31 percent compared to the volume-weighted average trading price of SEK 19.13 for the shares over the last 90 trading days ended on 25 September 2020 (the last day of trading prior to the announcement of the Offer).

Total value of the Offer

The total value of the Offer, based on the 70,746,894 [8] shares in Gunnebo not directly or indirectly owned by GB HoldCo or closely related parties, amounts to approximately SEK 1,769 million. The Offer values Gunnebo, based on all 95,560,726 [9] outstanding shares in Gunnebo, to approximately SEK 2,389 million.

Acceptance period

The acceptance period in the Offer is expected to commence on 1 October 2020 and end on 12 November 2020. Settlement is expected to be initiated on 20 November 2020.

Statement from the board of directors of Gunnebo and fairness opinion

The board of directors of Gunnebo has assessed the Offer and informed GB HoldCo that the board of directors of Gunnebo has unanimously resolved to recommend the shareholders of Gunnebo to accept the Offer. The board of directors of Gunnebo has further informed GB HoldCo that the board of directors of Gunnebo has obtained a fairness opinion from SEB, according to which the Offer is fair for Gunnebo's shareholders from a financial perspective.

GB HoldCo's shareholding in Gunnebo

Stena Adactum, being a closely related party to GB HoldCo, currently owns 24,813,832 shares, corresponding to approximately 26 percent of the shares and votes, in Gunnebo.

Neither GB HoldCo nor any of its closely related parties, have acquired any shares in Gunnebo at a price above the price in the Offer during the six months that have preceded the announcement of the Offer or hold any financial instruments in Gunnebo that provide a financial exposure equivalent to a holding of shares in Gunnebo.

GB HoldCo may acquire, or take measures to acquire, shares in Gunnebo in other ways than through the Offer. Information about such acquisitions of shares, or measures to acquire shares, will be published in accordance with applicable rules.

Undertakings from shareholders in Gunnebo

Altor has, on behalf of GB HoldCo, obtained irrevocable undertakings to accept the Offer from the following shareholders in Gunnebo:

• VIAB with affiliates has on 26 August 2020 undertaken to tender 18,722,389 shares in Gunnebo, corresponding to approximately 19.5 percent of the shares and votes in Gunnebo; and
• If has on 25 August 2020 undertaken to tender 10,157,080 shares in Gunnebo, corresponding to approximately 10.6 percent of the shares and votes in Gunnebo.

Accordingly, irrevocable undertakings to accept the Offer from shareholders representing in total 28,879,469 shares have been obtained, which corresponds to approximately 30.1 percent of the shares and votes in Gunnebo. Together with the shares already held by Stena Adactum, GB HoldCo has obtained undertakings with respect to 53,693,301 shares in Gunnebo, corresponding to approximately 56 percent of the shares and votes in Gunnebo. If, prior to the expiry of the acceptance period of the Offer, a third party makes a public offer to acquire all outstanding shares in Gunnebo at an offer price exceeding the price in the Offer by more than SEK 2 per share in Gunnebo, VIAB and If are entitled to withdraw their acceptances of the Offer and accept the offer from the third party. The irrevocable undertakings are terminated if the Offer is not declared unconditional on or before 30 November 2020.

The irrevocable undertakings further include a right of a so-called top-up entailing that VIAB and If, if they sell their shares to GB HoldCo, respectively, have a right to receive a top-up from GB HoldCo, should a third party within 15 months from the day of the respective irrevocable undertaking make a public tender offer for the shares in Gunnebo and the final offer price in such offer, provided that such offer is completed, exceeds the price in the Offer. Any such top-up shall be equal to the difference between the price in the Offer and the final offer price of the third party. GB HoldCo will ensure that all shareholders in Gunnebo that sell their shares to GB HoldCo in the Offer are entitled to a corresponding top-up, on the same terms as VIAB and If.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that GB HoldCo becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Gunnebo;
2. no other party announcing an offer to acquire shares in Gunnebo on terms that are more favorable to the shareholders of Gunnebo than the Offer;
3. with respect to the Offer and completion of the acquisition of Gunnebo, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in GB HoldCo's opinion, are acceptable;
4. neither the Offer nor the acquisition of Gunnebo being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
5. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Gunnebo's financial position or operation, including Gunnebo's sales, results, liquidity, equity ratio, equity or assets;
6. no information made public by Gunnebo, or otherwise made available to GB HoldCo by Gunnebo, being inaccurate, incomplete or misleading, and Gunnebo having made public all information which should have been made public; and
7. Gunnebo not taking any action that is likely to impair the prerequisites for making or completing the Offer.

GB HoldCo reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2-7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to GB HoldCo's acquisition of Gunnebo or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

GB HoldCo reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition 1 above, to complete the Offer at a lower level of acceptance.

Certain closely related parties

The board member Martin Svalstedt is currently the CEO [10] of Stena Adactum and has as such participated in GB HoldCo's preparations of the Offer. Furthermore, the board member Mikael Jönsson is an affiliate to VIAB, that has undertaken to accept the Offer. In accordance with the Takeover Rules, Martin Svalstedt and Mikael Jönsson have not participated in, and will not participate in, Gunnebo's handling of or decisions concerning the Offer.

These circumstances also mean that Section III of the Takeover Rules is applicable to the Offer, entailing that the acceptance period shall be at least four weeks and that Gunnebo is obliged to obtain and announce a valuation (a fairness opinion) regarding the shares in the Company from independent experts.

Information about GB HoldCo, Altor and Stena Adactum

GB HoldCo is a newly established Swedish limited liability company (with corporate registration number 559246-2476, domiciled in Stockholm), indirectly owned by Altor and Stena Adactum. GB HoldCo was founded on 27 February 2020 and registered with the Swedish Companies Registration Office (Sw. Bolagsverket) on 4 March 2020. GB HoldCo has never conducted and at present does not conduct any business, and its sole business purpose is to make the Offer.

Altor is a family of investment funds founded in 2003 focused on investing in and developing medium sized companies, aiming to create enduring value and make a real difference as a valuable partner for owners and managers in building world class companies. Altor's funds are advised by Altor Equity Partners, an independent Nordic and DACH focused private equity investment advisory firm with a team of approximately 70 investment professionals based in Stockholm, Copenhagen, Oslo, Helsinki and Zurich. The funds manage EUR 8.3 billion in five funds from a long-term committed investor base. The funds are structured for investments in mid-sized companies with the intended flexibility for substantial additional equity commitments. Altor Fund V is a Swedish investment fund under the Swedish Financial Supervisory Authority's (Sw. Finansinspektionen) supervision with a total committed capital of EUR 2.5 billion. The investor base includes high quality Nordic institutions, US universities, charitable foundations and other leading international institutions. Altor Fund V has a 15-year investment horizon, which is a longer period than customary in the private equity industry. Altor's funds have held several investments more than 10 years.

Stena Adactum was founded in 2002 and is a Swedish based investment company with a long-term investment horizon and an active management approach, and is part of the Stena sphere. The company primarily invests in Swedish medium sized companies with international operations or with international potential that have a leading position within its niche or geography. The current portfolio consists of 9 companies with combined sales of SEK 18 billion and a net asset value of SEK 9 billion.

Stena Adactum has undertaken to co-operate with Altor on an exclusive basis in making the Offer to the shareholders of Gunnebo.

Financing of the Offer

The consideration payable in respect of the Offer is financed in full by a combination of funds available to GB HoldCo pursuant to an equity commitment from Altor Fund V and financing provided under an agreement arranged by Nordea Bank Abp ("Nordea"), on terms which are customary for the financing of public offers on the Swedish market.

The above-mentioned financing will provide GB HoldCo with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, completion of the Offer is not subject to any financing condition.

Review of information in connection with the Offer

GB HoldCo has been permitted by the board of directors of Gunnebo to carry out a limited confirmatory due diligence review of Gunnebo in connection with the preparation of the Offer. In connection with such due diligence review, GB HoldCo has received certain preliminary financial information concerning Gunnebo's first two months of the third quarter (July and August) of this year and an outlook for the third quarter and fourth quarter 2020. GB Holdco has been informed by the board of Gunnebo that Gunnebo will announce this information in a separate press release today.

Approvals from authorities

According to GB HoldCo's assessment, the transaction will require the approval of the EU Commission and the merger control authority in Turkey. GB HoldCo has initiated the work on filing of the transaction in relevant jurisdictions. GB HoldCo expects that the relevant clearances will be given prior to the end of the acceptance period.
 

Preliminary timetable [11]

GB HoldCo reserves the right to extend the acceptance period, as well as to postpone the settlement date. A notice of any such extension or postponement will be announced by GB HoldCo by means of a press release in accordance with applicable rules and regulations.

Compulsory redemption proceedings and delisting

As soon as possible after GB HoldCo has acquired shares representing more than 90 percent of the total number of shares in Gunnebo, GB HoldCo intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Gunnebo. In connection therewith, GB HoldCo intends to promote delisting of Gunnebo's shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as the agreements entered into between GB HoldCo and the shareholders in Gunnebo as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the City Court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council's rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer. Furthermore, GB HoldCo has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lag om offentliga uppköpserbjudanden på aktiemarknaden (2006:451)), on 24 September 2020 contractually undertaken towards Nasdaq Stockholm AB to fully comply with said rules and statements and to submit to any sanctions that can be imposed by Nasdaq Stockholm AB in event of breach of the Takeover Rules.

Advisors

Nomura International plc is acting as lead financial advisor and Nordea is acting as financial advisor to GB HoldCo in connection with the Offer, and Carnegie Investment Bank AB (publ) has been acting as advisor to Altor with respect to capital markets advice. Advokatfirman Vinge KB and Roschier Advokatbyrå AB are legal advisors to GB HoldCo in connection with the Offer.
 

GB HoldCo AB

The board of directors

For additional information contact:

Tor Krusell, Head of Communications, Altor Equity Partners

Tel: +46 705 43 87 47, e-mail: tor.krusell@altor.com
 

Martin Svalstedt, CEO, Stena Adactum

Tel: +46 704 85 53 71, e-mail: martin.svalstedt@stena.com

The information was submitted for publication on 28 September 2020 at 07:30 a.m. (CEST).
 

Information about the Offer

www.enduring-value.com

Important information

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of GB HoldCo. Any such forward-looking statements speak only as of the date on which they are made and GB HoldCo has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

Nomura International plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Nomura International plc is a member of the London Stock Exchange.

Nomura International plc and Nordea are not responsible to anyone other than GB HoldCo for advice in connection with the Offer.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Gunnebo, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and Regulation 14E thereunder, to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Holders of the shares of Gunnebo domiciled in the United States (the "U.S. Holders") are encouraged to consult with their own advisors regarding the Offer.

Nordea is not registered as a broker or dealer in the United States and will not be engaging in direct communications relating to the Offer with investors located within the United States (whether on a reverse-inquiry basis or otherwise).

Gunnebo's financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Gunnebo to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Gunnebo's other shareholders.

The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

It may be difficult for Gunnebo's shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Gunnebo and GB HoldCo are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Gunnebo's shareholders may not be able to sue Gunnebo or GB HoldCo or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Gunnebo or GB HoldCo and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, GB HoldCo and its affiliates or its brokers and its brokers’ affiliates (acting as agents for GB HoldCo or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Gunnebo outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to GB HoldCo may also engage in ordinary course trading activities in securities of Gunnebo, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither GB HoldCo nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

[1] On behalf of and as manager to Altor Fund V (No.1) AB and Altor Fund V (No. 2) AB (together "Altor Fund V").

[2] A private limited liability company, with corporate registration number 559246-2476, domiciled in Stockholm.

[3] Excluding any treasury shares held by Gunnebo (currently 602,267 shares of class C) as well as any shares held by Stena Adactum (currently 24,813,832 ordinary shares).

[4] Excluding any treasury shares held by Gunnebo (currently 602,267 shares of class C).

[5] Martin Svalstedt has resigned from the position as CEO of Stena Adactum with effect as of 1 October 2020.

[6] Please also refer to the section "Undertakings from shareholders in Gunnebo" below regarding the so-called top-up remuneration which may be paid in certain situations.

[7] Source for Gunnebo's share prices: Nasdaq Stockholm.

[8] Excluding any treasury shares held by Gunnebo (currently 602,267 shares of class C).

[9] Excluding any treasury shares held by Gunnebo (currently 602,267 shares of class C).

[10] Martin Svalstedt has resigned from the position as CEO of Stena Adactum with effect as of 1 October 2020.

[11] All dates are preliminary and may be subject to change.