Based on the share price of Öresund as at 23 April 2004, the merger implies that Custos' shareholders will receive Öresund shares with a market value corresponding to 101 percent of Custos' net asset value (NAV) per share as at 23 April 2004, adjusted for Custos' proposed dividend[1].

Based on the share prices for Custos and Öresund as at 23 April 2004, the exchange ratio implies a premium of 15 percent for the shareholders in Custos, adjusted for the proposed dividend in Custos .

The merger will increase Öresund's NAV per share by SEK 1.50, corresponding to 1.1 percent.

As a result of the merger, the winding down of Custos will be completed at the same time as Custos' shareholders will have the opportunity to continue as shareholders in an investment company with principally the same investment strategy.

The merger will not trigger any tax effects for Custos' Swedish shareholders. Potential tax effects will not arise until the received Öresund shares are sold.

The merger is conditional upon approvals at both Custos' Annual General Meeting, which will be moved to 8 June 2004 as a result of the proposed merger, and the Extraordinary General Meeting of Öresund's shareholders the same day. The merger is expected to be completed early in September 2003.

 

 

"As the main owner in Custos, Öresund has for a long period of time aimed for, that as large a proportion as possible of the Custos' NAV should be distributed to the shareholders of Custos. As a result of the merger, Custos' shareholders will receive a value that can be considered to exceed what they can expect from a liquidation of the company. For Öresund, the merger will lead to a broader capital base, which should increase the trading liquidity in the company's share. In addition, Öresund's NAV per share increases as an effect of the merger", Stefan Dahlbo, Deputy Chief Executive of Öresund, comments.

 

"For Custos' shareholders, this merger is a more favourable solution than liquidation. The merger implies that Custos' shareholders will receive a consideration, which in value terms can be assumed to be on par with the NAV per share in Custos and is therefore estimated to exceed the expected value from a liquidation of the company. Furthermore, Custos' shareholders can choose to remain shareholders in Öresund, which has a similar investment philosophy to that of Custos. The merger implies that Swedish shareholders will not need to pay any potential capital gains tax on the consideration for the merger until the shares in Öresund are divested. Consequently, the merger is an attractive solution for Custos' shareholders.", comments Mikael Nachemson, Chief Executive of Custos.