The board of Gunnebo Industrier recommends Segulah Stellata’s bid and publishes certain financial information
With reference to the rules of the OMX Nordic Exchange Stockholm AB concerning public takeover bids in the stock market, the board of Gunnebo Industrier Aktiebolag (publ) (”Gunnebo Industrier”) makes the following statement.
Segulah Stellata Holding AB (”Segulah Stellata”), a wholly owned subsidiary of Segulah III, L.P. and Segulah IV, L.P. has, in a press release dated 22 July 2008, published an offer to acquire all shares in Gunnebo Industrier, with a cash price of SEK 185 being offered for each share.
This offer represents a premium of 54 percent over the volume-weighted average closing prices for the share during the three months prior to the offer. The premium over the share’s final closing price on the day before the offer was made public was 54 percent.
Before making its statement on the offer, the board of Gunnebo Industrier has taken into account a fairness opinion, submitted to the board by Handelsbanken Capital Markets, stating that the price offered for the shares as at 22 July 2008 is fair for shareholders from a financial point of view. In addition, in its work to evaluate the offer, the board engaged Handelsbanken Capital Markets as financial adviser. The board engaged the law firm of Gernandt & Danielsson as its legal adviser.
Based on the above, the board’s assessment is that the price offered for the shares is favourable for the shareholders of Gunnebo Industrier. The board unanimously recommends that the shareholders accept the offer.
At a later date, the board will – in accordance with the OMX Nordic Exchange Stockholm AB’s aforementioned rules – present its view on, among other things, the impact that the implementation of the offer will have on Gunnebo Industrier, based on the statements of Segulah Stellata in its offer document.
As a condition for submitting the offer, Segulah Stellata requested in writing to conduct a due diligence investigation. The board of Gunnebo Industrier, which has considered the prospective offer as being of interest for a decision by the shareholders, granted consent to Segulah Stellata to conduct a limited due diligence investigation of Gunnebo Industrier. In this investigation, Segulah Stellata had access to the financial information for the 1 April – 31 May 2008 period as set out in the attachment to this press release.
Gunnebo, 22 July 2008
Gunnebo Industrier Aktiebolag (publ)
The board
Attachment
Preliminary net sales and operating profit figures for the Group and its business areas for the 1 April – 31 May 2008 period, as well as the balance sheet as at 31 May 2008. This information, which has not been adopted by the board or reviewed by the auditors, was submitted to Segulah Stellata on 7 July 2008 in connection with a limited due diligence investigation prior to Segulah Stellata’s public offer to acquire all shares in Gunnebo Industrier.
Net sales and operating profit
April – May January - May
Net
sales,
SEK m 2008 2007 2008 2007
Fastening 140.7 97.1 309.7 207.7
Lifting 159.5 145.5 384.5 364.1
Technical 105.9 97.1 272.9 250.5
Products
Other 0.0 1.4 0.0 4.0
Total 406.0 341.1 967.0 826.3
Operating
profit,
SEK m
Fastening 13.7 11.4 19.0 14.6
Lifting 23.9 19.0 46.4 42.1
Technical 14.3 13.1 37.6 35.8
Products
Other -7.3 -6.6 -16.4 -12.8
Total 44.7 36.9 86.7 79.7
Operating
margin, %
Fastening 9.8% 11.7% 6.1% 7.0%
Lifting 15.0% 13.1% 12.1% 11.6%
Technical 13.5% 13.5% 13.8% 14.3%
Products
Total 11.0% 10.8% 9.0% 9.6%
Consolidated balance sheet
2008
SEK m 31 May 31 March
Intangible 254.0 252.6
fixed assets
Tangible 396.0 396.0
fixed assets
Financial 10.2 10.1
fixed assets
Inventories 576.6 559.8
Current 468.4 435.3
receivables
Liquid assets 45.5 47.5
Total assets 1,750.7 1,701.3
Equity 536.8 556.7
Long-term 839.8 780.0
liabilities
Current 374.1 364.6
liabilities
Total equity
and 1,750.7 1,701.3
liabilities