Offer document in relation to Lifco’s cash offer to the shareholders of NOTE made public

This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. The Offer is not being made to, nor will any tender of shares be accepted from, holders in such jurisdictions or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law.

Lifco AB (“Lifco”) announced on 3 December 2012 an offer to the shareholders of NOTE AB (publ) (“NOTE”) to acquire all the shares in NOTE for SEK 8.00 in cash per share (the “Offer”).

The offer document regarding Lifco’s offer was made public today.

The offer document is available at Lifco’s website (www.lifco.se) and Remium’s website (www.remium.com) and will be distributed to shareholders of NOTE whose shares are directly registered with Euroclear Sweden AB on 27 December 2012.

The acceptance period for the Offer commences on 2 January 2013 and ends on 23 January 2013.

Settlement will begin as soon as Lifco has announced that the conditions for the Offer have been satisfied or that Lifco has otherwise resolved to complete the Offer. Assuming that such an announcement is made no later than around 25 January 2013, settlement is expected to begin around 30 January 2013.

Lifco reserves the right to extend the acceptance period for the Offer, as well as the right to postpone the settlement date.

   
Further information
For media questions, please contact:
Fredrik Karlsson, CEO and president
Phone: +46 70 320 35 92
E-mail: fredrik.karlsson@lifco.se

This press release was submitted for publication on 21 December 2012 at 08:35 (CET).

  
Important notice
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.

Offer restrictions
The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release, the offer document, the acceptance form and any other documentation relating to the Offer are not being published in or distributed to or into 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 Lifco. 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, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this press release, the offer document, the acceptance form or any other documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.

Lifco will not deliver any consideration under the Offer in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.

This press release, the offer document, the acceptance form and any other documentation relating to the Offer is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release, the offer document, the acceptance form or any other documentation relating to the Offer to such persons.

Notice to shareholders in the United States
The Offer is being made for the securities of a Swedish company and is subject to Swedish disclosure requirements, which are different from those in the United States. Also, the settlement procedure with respect to the Offer will comply with Swedish law, which differs from US domestic tender procedures in certain material respects, particularly with regard to the date of payment of consideration. The Offer is being made in reliance upon exemptions afforded by Rule 14d-1(c) under the US Securities Exchange Act of 1934.

It may be difficult for investors in the United States to enforce their rights and any claim they may have arising under federal securities laws since the companies are located in a non-US jurisdiction, and some or all of their officers may be residents of non-US jurisdictions. Such US investors may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. It may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.

In accordance with normal Swedish market practice, Lifco, its nominees or its brokers (acting as agents) may from time to time make certain acquisitions or arrangements to acquire NOTE shares outside the Unites States, other than pursuant to the Offer, before the Offer commences and through the expiration of the Offer. These acquisitions may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such acquisitions will be disclosed to the extent required by Swedish law or rules or regulations.

The offer in the Unites States is being made solely by Lifco and not by any other person.