Statement by the Board of Directors of LightLab Sweden AB (publ) in relation to the public takeover offer by Luci Intressenter AB
The Board of Directors (“Board”) of LightLab Sweden AB (publ) (”LightLab”) unanimously recommends the shareholders of LightLab to accept Luci Intressenter AB’s (”Luci Intressenter”) cash offer of SEK 5.00 per share.
This statement is made by the Board of LightLab pursuant to section II.19 in the takeover rules for certain trading platforms issued by the Swedish Corporate Governance Board (the ”Takeover Rules”).
Background
Luci Intressenter, a newly formed company owned by Gunnar Dellner, Östersjöstiftelsen and Gålöstiftelsen, has on November 6, 2019 presented a public takeover offer to the shareholders in LightLab to tender all their shares in LightLab to Luci Intressenter for a cash consideration of SEK 5.00 per share (the ”Offer”). The acceptance period for the Offer runs from November 21 until December 12, 2019. Luci Intressenter’s owners jointly own 14,237,963 shares in LightLab, corresponding to 54.37 per cent of the outstanding shares.
The Offer values all shares in LightLab at SEK 130.9 million, based on a total of 26,187,168 outstanding shares, of which 15 are shares of class A and 26,187,153 are shares of class B. Shares of class A entitle to ten votes per share, while shares of class B entitle to one vote per share.
The Offer represents a premium of approximately:
- 43.7 per cent compared to the closing price SEK 3.48 of LightLab’s share on November 5, 2019, the last trading day before the announcement of the Offer;
- 48.0 per cent compared to the volume-weighted average price SEK 3.38 of LightLab’s share over the last 30 calendar days before the announcement of the Offer; and
- 36.6 per cent compared to the volume-weighted average price SEK 3.66 of LightLab’s share over the last three months before the announcement of the Offer.
The completion of the Offer is conditional, inter alia, on that the Offer is accepted to such an extent that Luci Intressenter becomes the owner of more than 90 per cent of the total number of shares in LightLab.
For further information regarding the Offer, please see the press release whereby the Offer was published, which is kept available on www.luciintressenter.se.
The process of evaluating the Offer
No member of the Board of LightLab has been deemed to have a community of interest with Luci Intressenter or for any other reason have other interests that are in conflict with the shareholders. The Offer has therefore been evaluated by the Board in its entirety.
On account of the Offer the Board has engaged Advokatfirman Lindahl KB as legal advisor and assigned Erik Penser Bank AB to perform a fairness opinion in support of the Board’s statement regarding the Offer.
The Board of Director’s recommendation
The Board of LightLab bases its view of the Offer on an overall assessment of a number of factors which the Board considers to be relevant when evaluating the Offer. These factors include, but are not limited to, LightLab’s current financial position, taking into account an imminent and significant need for additional capital, LightLab’s estimated future development and potential, and related opportunities and risks.
The Board has evaluated the Offer on the basis of LightLab’s long-term value based on estimated future cash flow, bid premiums for previously paid bids for listed companies in Sweden and the stock market’s expectations regarding the development of LightLab’s share price and profitability.
In Erik Penser Bank’s fairness opinion, which is annexed to this press release, it appears that Erik Penser Bank considers that the Offer is fair to the shareholders of LightLab from a financial perspective.
Based on the above, the Board unanimously recommends that LightLab’s shareholders accept the Offer of SEK 5.00 per share.
Impact on LightLab and its employees
According to the Takeover Rules, the Board must present its opinion on the impact that the implementation of the Offer may have on LightLab, in particular employment, and its opinion on Luci Intressenter’s strategic plans for LightLab and the effects that these plans can expect to have on employment and on the places where LightLab conducts its operations.
In its press release from November 6, 2019, Luci Intressenter stated the following: “The Bidders do not intend to significantly alter the company’s overall strategies and plans for the business as a result of the Offer. The Bidders currently do not anticipate any significant changes as a result of the acquisition of LightLab’s management and employees (including terms of employment) or employment and operations in the locations where LightLab operates.”
The Board assumes that Luci Intressenter’s statements are correct and finds no reason to have any other opinion.
Applicable law and dispute
Swedish law shall apply to this statement and the statement shall be interpreted accordingly. Disputes arising from this statement shall be decided exclusively by Swedish court.
This press release has been made in a Swedish and English version. In the event of any discrepancies between the Swedish and the English text, the Swedish text shall prevail.
Uppsala on November 6, 2019
LightLab Sweden AB (publ)
The Board of Directors
For further information, please contact:
Anders Frisk, Chairman of the Board
Phone: +46 70 420 44 87
The information in this press release is such that LightLab Sweden AB (publ) is obliged to publish in accordance with EU Regulation on Market Abuse (MAR). The information was submitted for publication through the agency of above contact persons for publication on November 6, 2019 at 07:50 a.m. CET.
This is LightLab Sweden AB
LightLab Sweden AB (publ), www.lightlab.com, develops and offers technology and products under the trademark EEE Light®, for sustainable disinfection of water, air and surfaces, using UV light. LightLab Sweden has approximately 3,700 shareholders. The company’s shares are trade on NASDAQ First North North Growth. Certified adviser is Erik Penser Bank, Box 7405, 103 91 Stockholm. Phone: +46 8 463 80 00, E-mail: certifiedadviser@penser.se