MELLBY GÅRD ANNOUNCES A MANDATORY CASH OFFER TO THE SHAREHOLDERS OF DUNI

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States, or in any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law or otherwise contemplated in connection with the Offer. Shareholders should refer to the offer restrictions included in the section titled “Important information” at the end of this press release and in the offer document which will be published before the beginning of the acceptance period for the offer.

Mellby Gård AB (“Mellby Gård”) hereby announces a mandatory cash offer to the shareholders of Duni AB (“Duni” or the “Company”) to tender any and all shares in Duni to Mellby Gård at a price of SEK 96.80 in cash per share (the “Offer”). The shares in Duni are listed on Nasdaq Stockholm, Mid Cap.

Mellby Gård has been the largest shareholder in Duni since 2007. On 14 August 2023, Mellby Gård acquired additional shares in Duni to such extent that the mandatory bid threshold of 30 per cent of the votes in the Company was crossed and announced that Mellby Gård, within four weeks, would either launch a mandatory public offer for the remaining shares in Duni, or divest shares to such extent that Mellby Gård’s shareholding would return to a level below 30 per cent of the votes in Duni. Mellby Gård has now resolved to launch the Offer to Duni’s shareholders.

Summary of the Offer

• Mellby Gård offers SEK 96.80 in cash per share in Duni (the “Offer Price”).
• The Offer values the total number of shares in Duni to approximately SEK 4,550 million. The total value of the Offer, based on the 32,898,532 outstanding shares in Duni, which are not owned by Mellby Gård, amounts to approximately SEK 3,185 million.
• The Offer Price represents:
  • a premium of 0.00 per cent compared to the closing price of SEK 96.80 for the Duni share on Nasdaq Stockholm on 7 September 2023 (which was the last trading day prior to the announcement of the Offer);
  • a premium of 0.41 per cent compared to the closing price of SEK 96.40 for the Duni share on Nasdaq Stockholm on 11 August 2023 (which was the last trading day before Mellby Gård announced that the mandatory bid threshold was crossed);
  • a negative premium of 0.87 per cent compared to the volume-weighted average share price of SEK 97.65 for the Duni share on Nasdaq Stockholm during the last 30 trading days up to and including 7 September 2023; and
  • a negative premium of 2.16 per cent compared to the volume-weighted average share price of SEK 98.93 for the Duni share on Nasdaq Stockholm during the last 90 trading days up to and including 7 September 2023.
• Mellby Gård holds shares in Duni corresponding to 30.00 per cent of the total number of shares and votes in Duni.
• The completion of the Offer is conditional upon receipt of all necessary approvals and other actions from competition authorities in accordance with the information stated below.
• The acceptance period in the Offer is expected to commence on or about 12 September 2023 and expire on or about 10 October 2023.

Johan Andersson, CEO at Mellby Gård, comments on the Offer:

“We have a strong belief in Duni’s future prospects. Our ambition is to have the opportunity, from time to time, to acquire additional shares at our discretion. In the event that we would obtain more than ninety percent of the shares in Duni, we would have acquired the company at a highly attractive level in our opinion.”

Background and reasons for the Offer and the mandatory bid obligation

The Offer is being made since Mellby Gård, on 14 August 2023, announced that it had acquired additional shares in Duni, and thereby increased its shareholding from 29.99 per cent to 30.00 per cent. Thereby, the mandatory bid threshold of 30 per cent of the votes in Duni was crossed. The Offer in this press release is thus being made in accordance with the mandatory bid provisions in Chapter 3, Section 1 of the Swedish Takeovers Act (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden) (the “Takeovers Act”) and Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).

Mellby Gård has been a shareholder in Duni since the initial public offering of the Duni-share on Nasdaq Stockholm in 2007 and has since then been Duni’s largest shareholder. The increase of Mellby Gård’s shareholding to 30.00 per cent from 29.99 per cent is not motivated by any ambition or attempt to acquire all outstanding shares in Duni, but of a strong belief in the future prospects of Duni and Mellby Gård’s ambition to continue to support the growth and development of Duni as a very long-term and active major shareholder. Mellby Gård will, regardless of the outcome of the Offer, continue to be a dedicated major shareholder in Duni, focusing on the Company’s future development and value creation for all shareholders.

Management and employees

Mellby Gård values the important role of the Duni employees. Furthermore, Mellby Gård’s shareholding in Duni is a strategic ownership with a very long-term perspective. Mellby Gård does not plan any changes regarding Duni’s operations or its management or employees as a result of the Offer (including employment terms and conditions), or for the employment at the locations where Duni operates. Mellby Gård does currently not have any strategic plans for the Company that may have an impact on employment or the locations where Duni operates.

The Offer

Consideration and acceptance period

Mellby Gård offers SEK 96.80 in cash per share in Duni.

Should Duni, prior to commencement of settlement in the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders with a record date occurring prior to the commencement of settlement under the Offer, or issue new shares or take any similar actions resulting in a reduction of the value per share in Duni, the Offer price will be reduced accordingly.

No commission will be charged in connection with the Offer.

The acceptance period in the Offer is expected to commence on or about 12 September 2023 and expire on or about 10 October 2023.

Premium

The Offer Price represents:

-          a premium of 0.00 per cent compared to the closing price of SEK 96.80 for the Duni share on Nasdaq Stockholm on 7 September 2023 (which was the last trading day prior to the announcement of the Offer);

-          a premium of 0.41 per cent compared to the closing price of SEK 96.40 for the Duni share on Nasdaq Stockholm on 11 August 2023 (which was the last trading day before Mellby Gård announced that the mandatory bid threshold was crossed);

-          a negative premium of 0.87 per cent compared to the volume-weighted average share price of SEK 97.65 for the Duni share on Nasdaq Stockholm during the last 30 trading days up to and including 7 September 2023; and

-          a negative premium of 2.16 per cent compared to the volume-weighted average share price of SEK 98.93 for the Duni share on Nasdaq Stockholm during the last 90 trading days up to and including 7 September 2023.

The total value of the Offer

The Offer values the total number of shares in Duni to approximately SEK 4,550 million. The total value of the Offer, based on the 32,898,532 outstanding shares in Duni, which are not owned by Mellby Gård, amounts to approximately SEK 3,185 million.

Mellby Gård’s shareholding in Duni

As of the date of the Offer, Mellby Gård owns 14,100,500 shares in Duni, corresponding to 30.00 per cent of the total number of shares and votes in Duni. Apart from the above, neither Mellby Gård nor any of its closely related companies or other closely related parties own any shares or other financial instruments in Duni that give a financial exposure to Duni’s shares.

During the six months preceding the announcement of the Offer, neither Mellby Gård nor any of its closely related companies or other closely related parties have acquired shares in Duni at a price higher than the Offer Price.

Mellby Gård may acquire, or take measures to acquire, additional shares or other securities in Duni outside the Offer. Any acquisitions made or agreed will be disclosed in accordance with applicable laws and regulations.

Conditions for completion of the Offer

The completion of the Offer is conditional upon, with respect to the Offer and completion of the acquisition of Duni, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in Mellby Gård’s opinion, are acceptable.

According to Mellby Gård’s assessment, the transaction will require approvals from competition authorities in Sweden, Norway, Poland and Germany.

Mellby Gård reserves the right to withdraw the Offer in the event that it becomes clear that the above condition is not satisfied or cannot be satisfied. However, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Mellby Gård’s acquisition of Duni or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden). Further, Mellby Gård reserves the right to waive, in whole or in part, the above condition.

Financing of the Offer

The consideration payable in connection with the Offer will be financed through Mellby Gård’s own cash and credit facilities. Thus, Mellby Gård has sufficient cash resources to fully pay the Offer consideration.

Conflicts of interest, fairness opinion and statement from the board of directors of Duni

Thomas Gustafsson and Sven Knutsson are board members in Duni and are also engaged with companies within the Mellby Gård group to such extent that they are considered to have conflicts of interest and may therefore not participate in Duni’s handling of matters relating to the Offer. As a result thereof, Section III of the Takeover Rules are applicable in relation to the Offer. This means, among other things, that Duni shall obtain, and no later than two weeks prior to the expiry of the acceptance period, publish a fairness opinion regarding the Offer.

In accordance with the Takeover Rules, the board of directors of Duni is expected to publish its opinion regarding the Offer no later than two weeks prior to the expiry of the acceptance period.

Statement from the Swedish Securities Council

The Swedish Securities Council has in its ruling AMN 2023:40 granted Mellby Gård an exemption from the obligation to direct the Offer to shareholders in Duni residing in jurisdictions outside of the EEA. The ruling in its entirety is available at www.aktiemarknadsnamnden.se.

Mellby Gård in brief

Mellby Gård is a Swedish limited liability company, with its registered office in Malmö and head office located at Anna Lindhs Plats 4, SE-211 19 Malmö, Sweden, owned indirectly by Rune Andersson with family. Mellby Gård was founded in 1986 and is a long-term and active owner with a diversified strategy operating in four different business verticals: industry, consumer goods, agriculture and services. A fundamental aspect of the business model is the ambition to be the largest shareholder in each company in order to get the right opportunities to set the strategic agenda and assume the overall responsibility for the company’s development. Approximately 50 per cent of the companies are fully controlled subsidiaries whereas approximately 50 per cent are associated companies in which Mellby Gård normally acts as the largest shareholder. Companies within the group include Roxtec, Feralco, Academedia, Duni and KappAhl, for example. In 2022, the subsidiaries had consolidated net sales of approximately SEK 11.5 billion. For additional information, see www.mellby-gaard.se.

Preliminary timetable

• Publication of the offer document: 11 September 2023.
• Acceptance period: 12 September - 10 October 2023.
• Commencement of settlement: On or about 17 October 2023.

The aforementioned dates are indicative and may be subject to changes. Mellby Gård reserves the right to extend the acceptance period for the Offer as well as to postpone the settlement date. A notice of any such extension or postponement will be announced by Mellby Gård by means of a press release in accordance with applicable laws and regulations.

Compulsory redemption proceedings and delisting

If Mellby Gård, whether in connection with the Offer or otherwise, acquires shares representing more than 90 per cent of the total number of shares in Duni, Mellby Gård intends to commence compulsory redemption proceedings under the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Duni and to promote delisting of Duni’s shares from Nasdaq Stockholm.

Governing law and disputes

The Offer and the agreements entered into between Mellby Gård and Duni’s shareholders in relation to the Offer, shall be governed by and be interpreted in accordance with Swedish law. Disputes concerning, or arising in connection with the Offer, shall be settled exclusively by Swedish courts, with Stockholm District Court (Sw. Stockholms tingsrätt) as first instance.

The Takeover Rules and the Swedish Securities Council’s rulings and statements on the interpretation and application of the Takeover Rules including, where applicable, the Swedish Securities Council’s former interpretations of the Swedish Industry and Commerce Stock Exchange Committee´s rules on public offers (Sw. Näringslivets Börskommittés Regler om offentliga uppköpserbjudanden på aktiemarknaden), are applicable to the Offer. Furthermore, Mellby Gård has, in accordance with the Takeovers Act on 7 September 2023 contractually undertaken, in writing, towards Nasdaq Stockholm AB to comply with the abovementioned rules and statements and to submit to any sanctions that can be imposed on Mellby Gård by Nasdaq Stockholm AB in the event of a breach of the Takeover Rules.

Advisors

Mellby Gård has retained Erneholm Haskel AB as financial advisor and Advokatfirman Cederquist as legal advisor in connection with the Offer.

Mellby Gård

The Board of Directors

For additional information, please contact:

Johan Andersson, CEO 

+46 (0) 708 88 33 06

johan@mellby-gaard.se

Information about the Offer is made available at: https://mellby-gaard.se/en/duni-offer

The information in this press release has been published by Mellby Gård in accordance with the Takeover Act and the Takeover Rules. The information was submitted for publication on 8 September 2023, at 07.30 (CET).

Important information

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations or otherwise contemplated in connection with the Offer.

This press release and any other documentation related to the Offer are not being distributed 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 Mellby Gård. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. This includes, but is not limited to e-mail, social media, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States, or by persons located or resident in these jurisdictions. Accordingly, this press release or any other documentation related to the Offer are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States, or to any Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or American persons or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.

Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within any of these jurisdictions will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or American person, not being located or participating in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and not acting on a non-discretionary basis for a principal in any of these jurisdictions, or that is located in or giving order to participate in the Offer from any of these jurisdictions. Mellby Gård will not deliver any consideration relating to the Offer to Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.

Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States must not forward this press release, or any other document related to the Offer, to such persons.

The “United States” in this section means the United States of America (its territories and possessions, any state of the United States, and the District of Columbia).

The Offer, the information and documents contained in this press release are not being made, and have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). The communication of the information and documents contained in this press release to persons in the United Kingdom is exempt from the restrictions on financial promotions in section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (Sale of body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

Forward-looking information

Information in this press release relating to future events or circumstances, including information regarding future results, growth and other projections as well as benefits of the Offer, are forward-looking information. Such information may generally, but not always, be identified by the use of words such as “anticipates”, “expects”, “believes”, or similar expressions.

By its nature, forward-looking information involves risk and uncertainty, because it relates to events which depend on circumstances that may occur in the future. Due to several factors, of which a number of them are outside Mellby Gård’s control, there are no guarantees to that actual results will not materially differ from the results expressed or implied by the forward-looking information. Any such forward-looking information only applies as per the date it was given and Mellby Gård has no obligation (and undertake no such obligation) to update or revise it, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.