Jefferson Smurfit Group increases the offer to the shareholders in Munksjö AB

Jefferson Smurfit Group increases the offer to the shareholders in Munksjö AB On 29 January 2002, the Board of Directors of Smurfit Holdings AB ("Smurfit"), a wholly owned subsidiary of Jefferson Smurfit Group plc, made a public offer to the shareholders and holders of convertible loan notes in Munksjö AB (publ) ("Munksjö") whereby Smurfit offered SEK 77 for each share in Munksjö and offered the holders of convertible loan notes in Munksjö 100 percent of the nominal value plus accrued interest (the "Initial Offer"). Smurfit has noted the recommendation by the Board of Munksjö to the shareholders in Munksjö dated 1 March 2002 and statements made by certain shareholders in Munksjö regarding the Initial Offer. Taking this information into consideration, Smurfit has decided to increase the offer to the shareholders in Munksjö to SEK 85 in cash for each share in Munksjö (the "Revised Offer"). The Revised Offer to the shareholders · Smurfit is offering SEK 85 in cash for each share in Munksjö. This represents a premium of 33 per cent compared to the last price paid for the Munksjö share on the last trading day prior to the announcement of the Initial Offer. The Revised Offer represents a premium of 34 per cent compared to the average closing price paid for the Munksjö share during the last 30 trading days prior to the announcement of the Initial Offer. The total value of the Revised Offer for the outstanding shares in Munksjö amounts to SEK 2,467 million. · The Revised Offer is not conditional upon any level of acceptance being reached which means that Smurfit will acquire all shares tendered irrespective of the number of acceptances. · The Revised Offer is Smurfit's final offer to the shareholders in Munksjö and no further increase will be made to the Revised Offer. · The acceptance period has been extended to 28 March 2002. Conditions of the Revised Offer The Revised Offer is conditional upon: · all regulatory requirements and necessary regulatory approvals in Sweden and elsewhere in connection with the Revised Offer or the acquisition of Munksjö including, among other things, all necessary approvals from relevant competition authorities being obtained on conditions that in the judgement of Smurfit do not materially affect the acquisition or the Revised Offer; and · the acquisition, during the period up to the end of the acceptance period or any extension thereof, in the judgement of Smurfit, is not rendered partially or wholly impossible or significantly impeded as a result of legislation, regulation, any decision of court or public authority or comparable measures in Sweden or elsewhere. The Revised Offer · Smurfit is offering the shareholders in Munksjö SEK 85 per share in cash. · The Munksjö shares will be acquired with all rights attached thereto including the right to receive and retain all dividends or other distributions declared or payable on or after the date of this announcement. The holders of convertible loan notes are offered the same terms as in the Initial Offer. No commission will be charged. The acceptance period has been extended until 28 March 2002. It is the intention of Smurfit to make an announcement as to the outcome of the Revised Offer on or about 3 April 2002. Settlement is expected to be made on or about 8 April 2002. The original acceptance form is also valid for the Revised offer. Shareholders who have already submitted acceptance forms under the Initial Offer will automatically receive the amount represented by the Revised Offer upon settlement provided the conditions of the Revised Offer are met. Prior to this announcement Smurfit has informed the Board of Munksjö of the content of the Revised Offer. The Board of Munksjö has not yet formed an opinion on the Revised Offer but Smurfit believes that acceptance of the Revised Offer is in the best interest of all shareholders in Munksjö. Stockholm, Sweden, 15 March 2002 Smurfit Holdings AB Comment from Gary McGann, COO of Jefferson Smurfit Group plc "We have been a supportive shareholder in Munksjö for over six years, actively contributing to its expansion and development. Jefferson Smurfit now wants to acquire the whole company in order to maximise its potential by building on its strengths. As consistently stated, it is our intention to continue to develop the company, and we are convinced that together with management and employees we can add to its positive development. In our view Munksjö and Jefferson Smurfit Group together have better possibilities to develop in an industry undergoing increasing consolidation." For further information: Gary McGann, COO telephone +353 1 202 7000 Jefferson Smurfit Group plc Ian Curley, CFO telephone +353 1 202 7000 Jefferson Smurfit Group plc Mary Finan telephone +353 1 669 0030 WH PR Advisers Alfred Berg and UBS Warburg Ltd. are financial advisers to Smurfit in connection with the offer to Munksjö's shareholders and holders of convertible loan notes. Invitation to press and analyst meeting A press and analyst meeting will be held at 2 PM (CET) today at the offices of Alfred Berg, Birger Jarlsgatan 7, Stockholm. ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/03/15/20020315BIT00610/wkr0001.doc http://www.waymaker.net/bitonline/2002/03/15/20020315BIT00610/wkr0002.pdf