H Intressenter increases the offer for Höganäs by SEK 15 per share to SEK 325 per share. The Board recommends all shareholders to accept the offer
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.
On 11 February 2013, H Intressenter AB (“H Intressenter”), announced a cash offer to the shareholders in Höganäs AB (publ) (“Höganäs”) to tender all shares in Höganäs to H Intressenter for SEK 320 in cash per share (the “Offer”). After adjustment for the dividend from Höganäs of SEK 10 per share, with record date 3 May 2013, H Intressenter offered SEK 310 for each share. H Intressenter increases the price in the Offer by SEK 15 per share to SEK 325 per share.
The Board of Directors of Höganäs[1] has unanimously decided to recommend all shareholders in Höganäs to accept the offer. For more information regarding the statement from the Board of Directors, see a separate press release from the Board of Directors.
All conditions for the completion of the Offer, such as that the Offer being accepted to such extent that H Intressenter becomes the owner of shares representing more than 90 percent of the total number of shares in Höganäs, remain unchanged.
H Intressenter has not yet obtained approval of the transaction from the competition authorities in Ukraine and China. Clearance in Ukraine is expected to be received at the end of May 2013. The competition authority in China has on 15 May 2013 initiated its formal review of the transaction. Provided that the authority does not initiate an extended review (phase two), approval in China is expected to be obtained before the end of the acceptance period.
The acceptance period runs to and including 20 June 2013. Provided that H Intressenter around
25 June 2013 announces that the Offer is completed, settlement is expected to commence around
28 June 2013.
An addendum to the offer document regarding the Offer will be announced on H Intressenter’s website www.h-intressenter.se and on SEB’s website www.sebgroup.com/prospectuses.
The information in this press release was submitted for publication on 22 May 2013 at 08.00.
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.