Statement by the Board of Directors of Lindab AB (publ) regarding the offer for the shares of Lindab
The offer
Lindab Intressenter pays, under the terms of the offer, SEK 138 in cash per B-share. This is equivalent to a bid premium of 32 per cent based on the average closing price of 105 SEK for the B-share on Stockholmsbörsen for the last 30 trading days immediately prior to the announcement of the offer and 39 per cent based on the corresponding price of the B-share of SEK 99 on the Copenhagen Stock Exchange. These bid premiums have been adjusted for a dividend of SEK 3 for the financial year 2000. The offer is equivalent to a bid premium of 17 per cent based on the closing price of SEK 118 before the trading was temporary suspended on Stockholmsbörsen on May 11, 2001 and 24 per cent based on the corresponding price of SEK 111 on May 10, 2001, the latest day of trading on the Copenhagen Stock Exchange. The holders of A-shares in Lindab are offered SEK 158 SEK per share, which is 14.5 per cent above the offered price for the B-shares. This is a negotiated price which complies with the consortium agreement between the holders of A-shares in Lindab. This consortium agreement includes a protection for the holders of B-shares implying that the holders of A-shares may not receive more than an additional 15 per cent per share. The A-share is not listed on any exchange.
Shareholders representing 65.7 per cent of the votes and 29.0 per cent of the total number of shares in Lindab have declared their intention to accept the offer from Lindab Intressenter but reserve the right to evaluate any competing offer arising during the offer period.
Lindab
Lindab has expanded heavily during the last few years and has developed into a significant global player in the business areas Ventilation and Profile. This business is characterised by fragmented competition, a low degree of standardisation and a relatively high degree of craftsmanship. Lindab has for several years been promoting a strategic system with the view to standardise manufacturing and distribution as well as to create the prerequisites for rational installations.
During the last few years Lindab has taken part of the restructuring process of the industry within both of its business areas. This process is expected to continue with undiminished strength. Lindab intends to strengthen and further increase the pace of the company´s international market expansion. These efforts are relatively capital demanding and may even during a period of time have a negative effect on group results.
The recommendation of the Board of Directors
The Board of Directors makes the assessment that the planned expansion may partly be inconsistent with the role of a listed company, where the stock market generally demands stable and predictable earnings. Lindab may also need additional capital due to the planned acquisitions.
The Board of Directors believes that Lindab Intressenter is capable of raising additional capital, contributing with its industrial network and ideas for structural transactions as well as taking an active role in connection with acquisitions. Nordea Securities has been mandated by the Board of Directors to evaluate the offer and has in a fairness opinion stated that the offered payment for the shares are fair and reasonable.
In the light of the above, the Board of Directors unanimously recommends the shareholders to accept the offer.
Mr Carl-Gustaf Sondén and Mr Hans Schmidt-Hansen have as future shareholders of Lindab Intressenter not taken part in the decision of the Board of Directors to recommend the offer.
The Board of Directors refers to the press release of Lindab Intressenter dated May 14, 2001, as well as to the prospectus soon to be issued .
Båstad, May 14, 2001
Lindab AB (publ)
The Board of Directors