GE Aviation declares its recommended public cash offer to the shareholders of Arcam unconditional and will complete the offer

Stockholm, November 14, 2016. GE Sweden Holdings AB (“GE”), a Swedish company within the GE Aviation operating unit and an indirectly wholly-owned subsidiary of General Electric Company[1], announces that all conditions for completion of its recommended public cash offer (the “Offer”) to acquire all ordinary shares[2] in Arcam Aktiebolag (publ) (“Arcam”) for a consideration of SEK 300 per ordinary share in cash have been satisfied or waived. GE declares the Offer unconditional and will complete the Offer.

The ordinary shares in Arcam tendered during the extended acceptance period of the Offer, ending on November 10, 2016, together with the ordinary shares in Arcam acquired by GE on the market, correspond to approximately 73.57 per cent of the total number of outstanding shares and votes in Arcam on a fully diluted basis.

GE further extends the acceptance period up to and including 17.00 CET on November 29, 2016 to allow remaining shareholders to accept the Offer. GE has decided not to extend the acceptance period beyond November 29, 2016.

Tendered ordinary shares and GE’s ownership in Arcam

The ordinary shares in Arcam[3] tendered during the extended acceptance period of the Offer up to and including November 10, 2016, together with the ordinary shares in Arcam acquired by GE on the market, correspond to approximately 73.57 per cent of the total number of outstanding shares and votes in Arcam on a fully diluted basis.[4]

At the time of announcement of the Offer, GE did not own or control any shares in Arcam. The Offer has been accepted by shareholders holding an aggregate of 9,101,785 ordinary shares in Arcam corresponding to approximately 43.87 per cent of the total number of outstanding shares and votes in Arcam on a fully diluted basis. GE has, after announcement of the Offer, acquired 6,161,920 ordinary shares in Arcam on the market, corresponding to approximately 29.70 per cent of the total number of outstanding shares and votes in Arcam on a fully diluted basis. No such acquisitions have been made at prices higher than SEK 300 per ordinary share in Arcam.

GE declares the Offer unconditional

Completion of the Offer has been conditional upon, inter alia, the Offer being accepted by shareholders to an extent such that their shares in Arcam, together with any shares in Arcam owned by GE, represent at least 75 per cent of the outstanding shares in Arcam on a fully diluted basis. GE has decided to waive this condition and all of the conditions for completion of the Offer have thereby been satisfied or waived.[5] GE declares the Offer unconditional and will complete the Offer.

Settlement and extended acceptance period

Settlement in respect of ordinary shares in Arcam duly tendered by November 10, 2016 is expected to begin on or around November 17, 2016.

To allow remaining shareholders to accept the Offer, GE further extends the acceptance period for the Offer up to and including 17.00 CET on November 29, 2016. GE has decided not to extend the acceptance period beyond November 29, 2016. Settlement in respect of ordinary shares in Arcam tendered during such further extended acceptance period is expected to begin on or around December 6, 2016.

Since the Offer is now unconditional, the shareholders who have accepted the Offer, or will accept the Offer, have no right to withdraw their acceptances.

In accordance with, and subject to the restrictions under, applicable laws, rules and regulations, GE Group and any advisor, broker or other person acting as the agent for, or on behalf of, GE Group may make arrangements to purchase shares in Arcam, including purchases in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases or arrangements to purchase may be made through the expiry of the extended acceptance period and following completion of the Offer.

Additional information

The information was submitted for publication on November 14, 2016 at 8.00 am CET.

For additional information about the Offer, including the offer document in relation to the Offer dated September 6, 2016, please visit www.geaviation.com/additive.

All media inquiries should be directed to:

Rick Kennedy, Executive, GE Aviation Communication, +1 513 607 0609.

Important information

Important Information for U.S. persons

The Offer has not been, and will not be, submitted to the review or registration procedures of the U.S. Securities and Exchange Commission or any other regulator outside of Sweden. The Offer has not been approved or recommended by any governmental securities regulator.

The Offer is being made in the United States in compliance with Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended, and in reliance on the Tier II exemption from certain requirements of the U.S. Securities Exchange Act of 1934. The Offer, including the extension of it as contemplated by this press release, is principally governed by the regulations and procedures of Sweden, which are different from those of the United States, including with regard to extension, withdrawal rights and timing of payments. To the extent that the Offer is subject to the U.S. securities laws, they apply only to holders of shares in Arcam in the United States and no other person has any claims under such laws.

This press release is not an offer to purchase or a solicitation of an offer to sell shares and ADSs of Arcam. The solicitation and the offer to purchase shares and ADSs of Arcam is made in the U.S. pursuant to the U.S. Offer to Purchase, dated September 6, 2016, as may be amended or supplemented from time to time and including Amendment No. 1 to the U.S. Offer to Purchase, dated October 31, 2016 (the “U.S. Offer Document”).

Shareholders of Arcam resident in the U.S. are advised to read the U.S. Offer Document, because such document contains important information about the Offer and the parties thereto.

Investors and shareholders may obtain free copies of the U.S. Offer Document (as amended) and the Swedish offer document relating to the Offer dated September 6, 2016, as may be amended or supplemented from time to time and including the supplement to such offer document dated October 31, 2016 (the “Swedish Offer Document”), at the website of GE Aviation, www.geaviation.com/additive. Free copies of the Swedish Offer Document may also be obtained at the website of Handelsbanken Capital Markets, www.handelsbanken.se/investeringserbjudande.

Other important information

The Offer is not being made to, and acceptances are not approved from, persons (other than U.S. persons) whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law, except where there is an applicable exemption.

This press release and any related offer documentation will not be distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by GE. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

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

GE will not deliver any consideration from the Offer in or into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.

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

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

Forward-looking statements

This press release contains "forward-looking statements" – that is, statements related to future events that by their nature address matters that are, to different degrees, uncertain. For details on the uncertainties that may cause GE Group’s actual future results to be materially different than those expressed in the forward-looking statements, see the Swedish Offer Document at www.geaviation.com/additive  and GE Group’s website at www.ge.com/investor-relations/disclaimer-caution-concerning-forward-looking-statements as well as GE Group’s annual reports on Form 10-K and quarterly reports on Form 10-Q. GE Group do not undertake to update the forward-looking statements. This press release may also include certain forward-looking projected financial information that is based on current estimates and forecasts. Actual results could differ materially.

[1] General Electric Company, together with its subsidiaries, are referred to as “GE Group”.

[2] The Offer also includes a public offer to tender to GE all American depositary shares (each an “ADS”), each ADS representing the right to receive one ordinary share in Arcam.

[3] Including ordinary shares in Arcam represented by ADSs.

[4] Based on 20,746,585 shares and votes in Arcam (including 152 ordinary shares and 200,000 preference shares of Class C held by Arcam).

[5] As announced on October 10, 2016, antitrust clearance by the Austrian Competition Authority has been received.