The board of directors' statement regarding the mandatory bid from Heraldic Holding AS
On 26 June 2013, Triton-controlled Heraldic Holding AS (in the following referred to as Triton) entered into a transaction agreement with the company's two largest shareholders, Hafslund ASA and Fortum Nordic AB, regarding a purchase of their shares in Infratek ASA (48,727,224 shares in total) at an agreed price of NOK 14 per share. The closing price of the Infratek share on 24 June 2013, which was the final date of trading before the transaction agreement was made public, was NOK 18 per share.
One condition for implementation of the transaction was the approval of the competition authorities in Norway and Sweden. As communicated through the stock exchange notices of 22 July 2013 and 23 July 2013 respectively, Norwegian and Swedish competition authorities have approved the sale.
The formal transfer of shares took place on 26 July 2013, and thus Triton received a holding of 76.3% of the shares in the company. This triggered a mandatory bid obligation under the Norwegian Securities Trading Act. Triton's offer document was made public on 12 August this year, with a period of acceptance from the said date and up until 9 September. The bid price is NOK 14 per share, which represents a discount of 22.2 percent compared to the last traded share price before the transaction was made public.
The board of directors has not a part of the sales process. Pursuant to section 6-16, the board of directors makes a statement setting out its opinion of the mandatory bid.
It has long been known that both Hafslund and Fortum wanted to sell their shareholdings in Infratek. Disposal of the shares in Infratek is regarded as a strategic choice in which the offering price has been one of several elements considered. The board of directors is of the opinion that a new owner will be a substantial contributor to the further development of Infratek as a leading full-range supplier of services in construction, operation and protection of critical infrastructure in the Nordic countries.
According to the offer document, Triton intends to work closely with Infratek with focus on strategic and operational opportunities going forward, and they intend to contribute with their resources, knowledge and capital. It is also stated that there are no immediate plans to reorganise or change the existing operation of Infratek, and that there are no plans to change the staffing of the company or make other changes that will have consequences for the employees. In the board of directors' opinion, Triton's plans will not have any material consequences for the employees or for the localisation of the company's business activities. In the offer document, Triton has stated that they intend to introduce an incentive scheme for the management of Infratek and its subsidiaries similar to the schemes of other companies controlled by the Triton group. This involves an offer to buy shares at market price in a Triton company that indirectly controls Infratek.
In its assessment of the mandatory bid, the board of directors has used Pareto's valuation combined with the board of directors' own assessment of Infratek's market position, financial position and the Nordic platform that has been established. The board of directors has reached the same conclusion as Pareto and will therefore not recommend to the company's shareholder to make use of the bid. However, the board of directors emphasises that the bid represents an opportunity for existing shareholders to sell out of a share with limited liquidity. Furthermore, the board of directors wants to point out that Triton, as the owner of more than 2/3 of the shares in Infratek, will have control of the appointment of board members, the approval of the annual accounts and the allocation of results, including distribution of dividend, acquisition and sale of business activities, changes in terms of capitalisation, as well as amendments to the company's articles of association. It is also stated in the offer document that it might be relevant to apply to Oslo Børs for delisting of the company, depending on the outcome of the mandatory bid. It will be up to Oslo Børs to consider such a request, taking into account the interests of the minority shareholders, among other things.
The board members who own shares in the company either directly or indirectly, Mimi K. Berdal, Dag Andresen, Roger Andre Hansen and Rune Tobiassen, CEO Bjørn Frogner as well as the rest of the group management, have all decided not to make use of the bid. This information must be disclosed under section 5-12 of the Securities Trading Act.
Board members Kari Ekelund Thørud and Peter Strannegård, who are employed by Hafslund ASA and Fortum Nordic ASA respectively, are deemed disqualified in the assessment of the board of directors' statement regarding the mandatory bid.
Infratek ASA
Oslo, 22 August 2013
For further information, please contact:
Mimi K. Berdal, chairman of the board
+47 908 92 442, advokat@mimi.no
About Infratek ASA:
Infratek is one of the leading Nordic players within building, operating and securing of critical infrastructure. The Group delivers a wide range of services for power grids, railway systems, fiber networks, district heating, public street lighting and technical high security solutions. Infratek has 1,700 employees in Norway, Sweden, Finland and Denmark, and had revenues of NOK 2.8 billion in 2012. Infratek is listed on the Oslo Stock Exchange. For further information, please see www.infratek.no.