Comments regarding Semcon's actions in connection with JCE's offer to the shareholders in Semcon
This press release is not and may not, directly or indirectly, be distributed or made public in the United States of America, Australia, Japan or Canada or any other country where such distribution requires registration or any other measures than those required by Swedish law. The Offer is not being made to persons in those jurisdictions or elsewhere, whose participation requires further documentation, filings or other measures in addition to those required by Swedish law.
On 2 October 2006, JCE Goup AB ("JCE") presented a public offer to the shareholders in Semcon AB ("Semcon") to tender all shares in Semcon to JCE (the "Offer"). Earlier today, 26 October 2006, the offer document related to the Offer was published.
The board of Semcon has been invited to participate in the preparation of the offer document but has explicitly rejected such participation. The description of Semcon in the offer document is therefore based only on publicly available information.
In connection with Semcon's report for the third quarter 2006, published on 18 October 2006, the board of Semcon announced that they had been contacted by other interested parties. Later the same day, Semcon's chairman of the board stated to the news publisher Reuters that it is two private equity companies that have indicated their interest to talk with the board of Semcon. In connection with this statement, Semcon's chairman further declared to Reuters that JCE's cash offer of SEK 65 per share "does not in any way reflect the value of Semcon".
Since the board of Semcon has announced that it intends to express its final reaction to the Offer after the offer document has been published, i.e. after 26 October 2006, JCE considers Semcon's actions, as described above, as surprising. The shareholders of Semcon, as well as any other interested parties should be able to rely on that publicly available information regarding Semcon reflects the value of the company in a true and fair way.
Finally, JCE considers the information published regarding contacts with other interested parties to be price sensitive information and thus risking that the valuation of the Semcon share is unwarrantly affected through increased speculation of a higher offer. The shareholders of Semcon have up until today not received any information regarding when the interested parties may announce an offer or the probability that any of these interested parties may submit a higher offer. In order to give the shareholders of Semcon the opportunity to have a full and well-founded basis to evaluate the Offer, it is in JCE's opinion crucial – and an obligation of the board of Semcon – that the results of the discussions with other potential interested parties are made public as soon as possible.
Gothenburg, 26 October 2006
JCE Group AB
The Board
For further information, contact:
CEO, Consafe IT AB: Per Edlund
Tel: +46 (0) 8 792 95 00
Mobil: +46 (0) 708 28 93 56
Chairman of the board and CEO, JCE Group AB: J Christer Ericsson
Tel: +46 (0) 31 759 55 00
Mobil: +46 (0) 708 19 91 30