H Intressenter increases the bid price to SEK 337.50 per share conditional upon 90 percent acceptance level is reached in the offer

H Intressenter increases the bid price to SEK 337.50 per share conditional upon 90 percent acceptance level is reached in the offer to Höganäs’ shareholders

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.

By way of a 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 in Höganäs to H Intressenter (the “Offer”).

On 20 August 2013 H Intressenter announced that the Offer was completed and that H Intressenter and Lindéngruppen following completion together would hold approximately 51.2 percent of the shares and 61.4 percent of the votes in Höganäs.

• H Intressenter increases the Offer by SEK 12.50 to SEK 337.50 per share in Höganäs, conditional upon H Intressenter obtaining control of more than 90 percent of the shares in Höganäs.
• H Intressenter has entered into agreements with Didner & Gerge Fonder and Swedbank Robur Fonder to acquire all their shares in Höganäs, in total 4,259,189 series B shares, corresponding in total to 12.1 percent of the shares and 9.8 percent of the votes, at
  SEK 337.50 per share. The agreements are conditional upon H Intressenter obtaining control of more than 90 percent of the shares in Höganäs. The shares acquired under these agreements, together with the shares in Höganäs controlled by H Intressenter, represents in total 63.3 percent of the shares and 71.2 percent of the votes in Höganäs.
• H Intressenter extends the acceptance period up to and including 20 September 2013, to allow for remaining shareholders to accept the Offer. Shareholders who wish to accept the Offer may indicate on the acceptance form that their acceptance is conditional upon completion at SEK 337.50 per share.
• If H Intressenter obtains control of more than 90 percent of the shares in Höganäs, compensation corresponding to the price increase will be paid to those who have previously accepted the Offer and received SEK 325 per share.
• Settlement for shareholders who have accepted the Offer or will accept the Offer not later than 6 September 2013 is expected to commence on or around 13 September 2013.

As of 20 August 2013, H Intressenter controlled approximately 51.2 percent of the shares and 61.4 percent of the votes in Höganäs. Furthermore, H Intressenter has entered into agreements with Didner & Gerge Fonder and Swedbank Robur Fonder to acquire all their shares in Höganäs, in total 4,259,189 series B shares in Höganäs, corresponding in total to 12.1 percent of the shares and 9.8 percent of the votes, at SEK 337.50 per share. The agreements are conditional upon H Intressenter obtaining control of more than 90 percent of the shares in Höganäs. Hence 12,875,340 series B shares remain held by other shareholders, corresponding to 36.7 percent of the shares and 29.5 percent of the votes in Höganäs. This implies that 9,365,447 series B shares, corresponding to 26.7 percent of the shares and 21.5 percent of the votes in Höganäs, must be acquired by H Intressenter in order for H Intressenter to obtain control of more than 90 percent of the shares in the Company and thereby pay SEK 337.50 per share in the Offer. If the increased price in the Offer is paid, it will be paid to all shareholders who have accepted the Offer, regardless of whether the acceptance has been conditioned upon that SEK 337.50 per share is paid or not.

H Intressenter reserves the right to waive, in whole or in part, the condition regarding obtaining control of more than 90 percent of the shares in Höganäs with respect to the price increase in the Offer.

The Swedish Securities Council has in its statement AMN 2013:36 confirmed that the above structure and method for the increase of the offer price are in compliance with the Take-over rules and sound market practice on the securities market.

In order to enable shareholders who have not yet accepted the Offer to tender their shares to
H Intressenter, the acceptance period for the Offer is extended to and including 20 September 2013 at 17.00. Settlement for shareholders who have already accepted the Offer or accept the Offer before 6 September 2013 is expected to commence on or around 13 September 2013. Settlement for shareholders who accept the Offer during the extended acceptance period is expected to commence on or around 30 September 2013. H Intressenter may acquire shares in Höganäs in the market during the extended acceptance period.

Due to the conditional increase of the Offer, an addendum to the offer document regarding the Offer will be published on H Intressenter’s website www.h-intressenter.se and SEB’s website www.sebgroup.com/prospectuses. For a comprehensive description of the Offer, including terms, conditions and instructions for participation in the Offer, refer to the offer document, addendums to the offer document and the acceptance form for the Offer which are provided on www.h-intressenter.se and www.sebgroup.com/prospectuses.

Directly registered shareholders who wish to accept the Offer shall sign and send the acceptance form by mail to:

SEB Emissioner R B6, SE-106 40 Stockholm

Please note that the acceptance form must be received by SEB no later than 17.00 on 20 September 2013. Acceptance from shareholders in Höganäs whose shares are nominee registered shall be made in accordance with instructions from the nominee.

Höganäs on 4 September 2013

H Intressenter AB

The Board of Directors

The information in this press release was submitted
for publication on 4 September 2013 at 15:30.

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.