H Intressenter controls more than 96 percent of the shares in Höganäs. The final offer price is consequently SEK 337.50 per share

H Intressenter controls more than 96 percent of the shares in Höganäs. The final offer price is consequently SEK 337.50 per share and will be paid to all shareholders who have accepted the offer. The acceptance period is extended to and including 11 October 2013

This press release may not, directly or indirectly, be distributed or published in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America. The offer is not being made to (and acceptances will not be accepted from) persons in those countries or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law.

• The Offer to the shareholders in Höganäs has now been accepted to such extent that H Intressenter controls approximately 96.1 percent of the shares and approximately 97.6 percent of the votes in Höganäs. The final price of the Offer is consequently SEK 337.50 per share.
• H Intressenter will request an Extraordinary General Meeting to be held in Höganäs in order to appoint a new Board of Directors. H Intressenter will also call for compulsory acquisition of the remaining shares and act to have the Höganäs series B share delisted from NASDAQ OMX Stockholm.
• The acceptance period is extended to and including 11 October 2013 in order to allow for remaining shareholders in Höganäs to sell and receive payment for their shares already now and avoid having to await compulsory acquisition. Further extensions of the acceptance period will not take place.

- We are very happy to have reached an acceptance level of more than 90 percent in our offer, says Erik Urnes, CEO of Lindéngruppen. Höganäs is very close to our hearts. The owners, management and employees of Höganäs can now jointly focus on the continued development of the company.

- With Lindéngruppen and FAM as owners, the long-term direction of Höganäs’ operations is secured, says FAM’s CEO Lars Wedenborn. Höganäs will be well prepared for the future and will have a strong ability to capture its opportunities and meet its challenges.

By way of press release on 11 February 2013, Lindéngruppen AB (”Lindéngruppen”) and Foundation Asset Management Sweden AB (”FAM”), through the jointly owned company H Intressenter AB
(“H Intressenter”), announced a cash offer to the shareholders in Höganäs AB (publ) (“Höganäs” or the “Company”) to tender all shares to H Intressenter (the “Offer”).

On 22 May 2013, the price of the Offer was increased by SEK 15 per share to SEK 325 per share and the Board of Höganäs[1] unanimously decided to recommend all shareholders to accept the Offer. On 20 August 2013, H Intressenter announced that it had completed the Offer and that H Intressenter and Lindéngruppen following completion of the Offer together held approximately 51.2 percent of the shares and 61.4 percent of the votes in Höganäs.

On 4 September 2013, H Intressenter increased the price of the Offer by SEK 12.50 per share to SEK 337.50 per share in Höganäs. The increase was conditional upon H Intressenter obtaining control of more than 90 percent of the shares. In connection therewith, H Intressenter entered into agreements with Didner & Gerge Fonder and Swedbank Robur Fonder to acquire all their shares in Höganäs, in total 4,259,189 B-shares, corresponding to in total 12.1 percent of the shares and 9.8 percent of the votes in Höganäs at a price of SEK 337.50 per share. These agreements were also conditional upon H Intressenter obtaining control of more than 90 percent of the shares. Moreover, the acceptance period for the Offer was extended to and including 20 September 2013.

Following the completion of the Offer up until and including 20 September 2013, 11,516,101 shares have been tendered in the Offer, corresponding to approximately 32.8 percent of the shares and 26.4 percent of the votes in Höganäs. Consequently, the Offer has been accepted to such extent that H Intressenter controls more than 90 percent of the shares in Höganäs. The final price of the Offer is consequently SEK 337.50 per share. Those shareholders who have already accepted the Offer at SEK 325.00 per share will receive an additional payment corresponding to the offer increase of SEK 12.50 per share.

Lindéngruppen will transfer all of its remaining series B shares in Höganäs to H Intressenter. H Intressenter’s agreements with Didner & Gerge Fonder and Swedbank Robur Fonder will also be completed. H Intressenter will thereafter hold 981,000 series A shares and 32,758,693 series B shares, together corresponding to approximately 96.1 percent of the shares and 97.6 percent of the votes in Höganäs.

Settlement of SEK 337.50 per share to those shareholders who have accepted the Offer during the extended acceptance period, as well as additional payment of SEK 12.50 per share corresponding to the offer increase to those shareholders, who have previously accepted the Offer, is expected to commence around 30 September 2013.

In order to allow for remaining shareholders in Höganäs to sell and receive payment for their shares already now and avoid having to await compulsory acquisition, the acceptance period is extended to and including 11 October 2013. Further extensions of the acceptance period will not take place. Settlement for shareholders who accept the Offer during the now extended acceptance period is expected to commence around 18 October 2013. H Intressenter may acquire shares in the market during the extended acceptance period. H Intressenter will request an Extraordinary General Meeting to be held in Höganäs in order to appoint a new Board of Directors. H Intressenter will also call for compulsory acquisition of the remaining shares in Höganäs in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) and intends to act in favour of having the Höganäs B-share delisted from NASDAQ OMX Stockholm.

Höganäs on 24 September 2013

H Intressenter AB

The Board of Directors

The information in this press release was submitted
for publication on 24 September 2013 at 07.30.

Additional information

For additional information about the Offer, please visit www.h-intressenter.se. All media inquiries should be directed to:

Erik Urnes, CEO, Lindéngruppen, telephone: +46-738 72 94 70

Lars Wedenborn, CEO, FAM, telephone: +46-735 23 77 35

Lindéngruppen in brief

Lindéngruppen, headquartered in Höganäs, is a family-owned industrial holding company founded by Ulf G. Lindén and is today owned by his daughter, Jenny Lindén Urnes. Core strategic holdings are Beckers, ColArt and Höganäs. Lindéngruppen’s objective is long term value creation through active and responsible ownership. For more information, visit Lindéngruppen’s website: www.lindengruppen.com.

FAM in brief

FAM, headquartered in Stockholm, is wholly-owned by and manages, through ownership and consultancy agreements, the assets of the three largest Wallenberg foundations – the Knut and Alice Wallenberg Foundation, the Marianne and Marcus Wallenberg Foundation, and the Marcus and Amalia Wallenberg Foundation. By being a long term, committed and value adding owner of successful companies, FAM shall create returns to enable research and education for the benefit of Sweden. FAM manages holdings including among others Investor, SKF, Stora Enso, SAAB and SEB. In 2012, the Foundations donated approximately SEK 1.5 billion to research and education. For more information, visit FAM’s website: www.fam.se.

Höganäs in brief

Höganäs was founded in 1797 and is the world’s leading producer of iron and metal powders. Over the years, the Company has developed in-depth application skills by building on its clear vision of the possibilities of powder to improve efficiency, the consumption of resources and environmental impact across a wide range of segments. Thus Höganäs can help create the automotive components, white goods, water and exhaust treatment products of the future in collaboration with its customers.

The Company had sales of approximately SEK 6.7 billion in 2012, and its shares of series B are listed on NASDAQ OMX, Mid Cap. For more information, visit Höganäs’ website: www.hoganas.com.

Important information

The Offer is not being made to 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 and regulations.

This press release and any related offer documentation are not being 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 H Intressenter. 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, South Africa or the United States of America, 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, South Africa or the United States of America. 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, South Africa or the United States of America.

H Intressenter will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America 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 Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

[1] Neither Jenny Lindén Urnes, Erik Urnes nor Urban Jansson, being the owner and/or directors of Lindéngruppen AB (which is the main owner of Höganäs), have participated in the Board’s handling of or resolutions concerning the Offer.

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