ICA-handlarnas Förbund together with AMF announce a recommended public offer to the shareholders of ICA Gruppen

THIS PRESS RELEASE MAY NOT, DIRECTLY OR INDIRECTLY, BE DISTRIBUTED OR PUBLISHED IN OR INTO ANY JURISDICTION (INCLUDING WITHOUT LIMITATION AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, MEXICO, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR SWITZERLAND) WHERE THE DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE IN CONFLICT WITH ANY APPLICABLE LAWS OR REGULATIONS. THE OFFER IS NOT BEING MADE TO (AND ACCEPTANCE FORMS WILL NOT BE ACCEPTED FROM OR ON BEHALF OF) PERSONS WHOSE PARTICIPATION IN THE OFFER WOULD REQUIRE THAT ANY OFFER DOCUMENTS ARE PREPARED, FILINGS ARE EFFECTUATED OR OTHER MEASURES ARE TAKEN IN ADDITION TO THOSE REQUIRED UNDER SWEDISH LAW.

ICA-handlarnas Förbund (”ICA-handlarnas Förbund”) together with AMF Pensionsförsäkring AB (”AMF”) announce, through Murgröna Holding AB (publ) (the “Bidder”), a recommended public offer to acquire all shares in ICA Gruppen AB (publ) (“ICA Gruppen”) for SEK 534 in cash per share (the “Offer”). ICA-handlarnas Förbund is already the largest shareholder in ICA Gruppen, with a shareholding corresponding to approximately 54 per cent, and the Offer comprises the shares not already held by ICA-handlarnas Förbund. The shares in ICA Gruppen are admitted to trading on Nasdaq Stockholm.

The Offer in brief

• The Bidder offers SEK 534 in cash for each share in ICA Gruppen. The Bidder will not increase the offered consideration.
• The Offer entails that ICA Gruppen is valued at approximately SEK 107.4 billion (based on all 201,146,795 shares in ICA Gruppen).
• The offer consideration represents a premium of 29 per cent compared to the closing price of the ICA Gruppen share on Nasdaq Stockholm on 22 October 2021 (which was the last trading day prior to market speculations regarding a potential public offer regarding ICA Gruppen occurred) and a premium of 31 per cent compared to the volume weighted average price per ICA Gruppen share on Nasdaq Stockholm during the 30 latest trading days up to and including 22 October 2021.
• ICA Gruppen’s board of directors (excluding the board members that, in accordance with applicable rules, have not participated in matters related to, and the evaluation of, the Offer) unanimously recommends the shareholders of ICA Gruppen to accept the Offer.
• The completion of the Offer is conditional upon, among other things, the Offer being accepted to such extent that the Bidder becomes the owner of more than 90 per cent of the shares in ICA Gruppen (on a fully diluted basis) and the receipt of all regulatory, governmental or similar clearances, approvals and decisions (including from the Swedish Financial Supervisory Authority, the “SFSA”) that are necessary for the Offer and the acquisition of ICA Gruppen, in each case on terms that are acceptable to the Bidder and AMF, respectively (see “Conditions for completion of the Offer” below).

The Bidder will publish an offer document regarding the Offer on or around 10 November 2021. The acceptance period for the Offer will commence on or around 11 November 2021 and expire on or around 14 December 2021.

Magnus Moberg, chairman of ICA-handlarnas Förbund, comments: ICA Gruppen has a strong position on the market, however, the world is changing rapidly and as the main owner we act to meet future challenges and increased competition. We need to adapt to create optimal prerequisites for the business in ICA Gruppen and thus for the entire ICA system, which we have always done during our 105 year history. Now we need to focus on growth oriented long-term investments, which are best suited outside the stock market, and we are happy to have AMF on board for the journey. We believe that we have made an attractive offer and that a delisting of ICA Gruppen benefits all stakeholders.

Göran Blomberg, CEO of ICA-handlarnas Förbund, comments: We see a clear need for long-term investments that promote growth by strengthening the market offering and focusing on innovation, sustainability and digitalisation. Furthermore, we need to increase the pace in both decision-making and execution within the ICA system. The board of directors has evaluated various alternatives and concluded that this is best carried out in an unlisted environment.

Katarina Romberg, Head of Alternative Investments of AMF, comments: We believe that this is a good investment for our four million customers and that we, as a financially strong and long-term investor with extensive experience as an owner of unlisted companies, can contribute positively to ICA Gruppen’s continued growth and development. Together with ICA-handlarnas Förbund, and the competence and experience within ICA Gruppen, we believe that there are good opportunities to strengthen the company’s position and competitiveness, at a time of rapid changes in both external factors as well as in consumer behaviours.

Information about the Bidder, ICA-handlarnas Förbund and AMF

Murgröna Holding AB (publ), with registration number 559338-5098, is a Swedish public limited liability company which, as of the date of announcement of the Offer, is wholly-owned by ICA-handlarnas Förbund. The board of directors has its registered office in Solna, Sweden, and the Bidder’s address is c/o ICA-handlarnas Förbund, P.O. Box 3032, SE-169 03 Solna, Sweden. The Bidder was formed on 23 September 2021 and registered with the Swedish Companies Registration Office (Sw. Bolagsverket) on 4 October 2021. ICA-handlarnas Förbund and AMF will contribute approximately SEK 20.5 billion in equity to the Bidder and the remaining part of the consideration in the Offer will consist of bridge financing. Following the completion of the Offer, the Bidder will be jointly owned by ICA-handlarnas Förbund and AMF in proportion to contributed capital and shares in ICA Gruppen, whereby ICA-handlarnas Förbund will hold approximately 87 per cent of the total number of shares and votes in the Bidder and AMF will hold approximately 13 per cent of the total number of shares and votes in the Bidder. The Bidder has not previously carried out any, and does not currently carry out, operations and its sole commercial purpose is to make the Offer. The Bidder does not have any employees and has no intention to conduct any business of its own.

ICA-handlarnas Förbund, with registration number 802001-5577, is a non-profit association and member organisation for ICA retailers in Sweden. The board of directors has its registered office in Stockholm, Sweden, and ICA-handlarnas Förbund’s address is P.O. Box 3032, SE-169 03 Solna, Sweden. ICA-handlarnas Förbund’s mission is to strengthen individual ICA retailers’ opportunities to own and manage their stores with profitability, competitiveness and a high customer confidence. Today, ICA-handlarnas Förbund has approximately 1,500 members. For further information regarding ICA-handlarnas Förbund, see ICA-handlarnas Förbund’s website (www.icahandlarna.se).

AMF Pensionsförsäkring AB, with registration number 502033-2259, is a Swedish limited liability company and pension company. The board of directors has its registered office in Stockholm, Sweden, and AMF’s address is SE-113 88 Stockholm, Sweden. AMF offers pension insurance focusing on traditional occupational pension insurance and unit-linked occupational pension and has approximately 4 million customers. AMF is run according to mutual principles where all profits from AMF’s operations are returned to AMF’s customers. AMF is owned equally by the Swedish Trade Union Confederation (Sw. LO) and the Confederation of Swedish Enterprise (Sw. Svenskt Näringsliv). As of 30 June 2021, the managed assets in the AMF group amounted to approximately SEK 790 billion allocated to equity, fixed income assets, real estate and alternative investments. AMF is one of the largest shareholders on the Stockholm stock exchange and has also extensive experience as a long-term co-owner through long-term investments in unlisted companies and companies with strong growth.

Background and reasons for the Offer

ICA Gruppen is a leading retail company with focus on food and health. The ICA system is built on a business idea which has contributed to ICA Gruppen, together with independent retailers in cooperation, having been able to achieve a strong market position.

As of the date of the announcement of the Offer, ICA-handlarnas Förbund owns approximately 54 per cent of the shares and votes in ICA Gruppen and is, accordingly, ICA Gruppen’s largest shareholder. ICA-handlarnas Förbund’s main mission is to preserve, develop and strengthen the ICA idea. In accordance with ICA-handlarnas Förbund’s statutes, ICA-handlarnas Förbund shall always, directly or indirectly, hold a majority of the shares in ICA Gruppen. Accordingly, ICA-handlarnas Förbund has a very long-term perspective regarding its ownership in ICA Gruppen and will, for that reason, not sell its shares in ICA Gruppen, neither on the market nor to any other offeror.

ICA-handlarnas Förbund’s mission and its very long-term ownership perspective result in ICA-handlarnas Förbund taking a large responsibility and promoting decisions giving the most advantage for ICA Gruppen and the ICA system in the long term. Accordingly, the ambition is that ICA Gruppen at all times shall continue developing in a positive direction and ICA-handlarnas Förbund will always and continuously promote that ICA Gruppen, together with ICA retailers, is supported by a strong, solid and long-term sustainable growth.

The grocery retail industry is facing rapid changes with regard to, among other things, increased competition, changes in consumer behaviour, digital conversion and new external factors. ICA-handlarnas Förbund considers certain changes within ICA Gruppen to be necessary for creating optimised prerequisites for facing future challenges, among other things, through long-term investments that promote growth. ICA-handlarnas Förbund and AMF consider such changes to be more easily implemented without the requirements placed on a company in a listed environment. ICA-handlarnas Förbund and AMF also consider an unlisted environment to provide better prerequisites for increased speed in the decision-making process, with shorter decision chains and greater possibilities of transparency, which can create more dedication amongst employees and ICA retailers. However, ICA-handlarnas Förbund and AMF have no intention to implement any changes regarding ICA Gruppen’s core business, but intend to continue to operate the business as currently also in the long term.

ICA Gruppen in an unlisted environment, enables a more long-term investment horizon and a growth enhancing focus and is thus considered to be most favourable to carry out the changes that ICA-handlarnas Förbund deems necessary. ICA-handlarnas Förbund and AMF will also continue to support the strategic initiatives that are required to preserve and further strengthen ICA Gruppen’s offering and competitiveness on the market, for example through additional investments that strengthen growth and the market offering as well as within innovation and digitalisation.

ICA-handlarnas Förbund and AMF have great confidence in ICA Gruppen’s senior management and employees and consider them to be an important asset for ICA Gruppen also going forward. ICA-handlarnas Förbund’s and AMF’s intention is not that the completion of the Offer shall entail any material change for ICA Gruppen’s senior management or employees (including their terms of employment), the employment in ICA Gruppen or any material changes of the locations where ICA Gruppen operates. However, ICA-handlarnas Förbund and AMF will, following the completion of the Offer, continue to develop ICA Gruppen’s operations, while maintaining a very long-term ownership perspective, and may therefore implement changes and increased efficiency in the future in order to meet the challenges that ICA Gruppen faces.

The Offer

The offered consideration and the value of the Offer

The Bidder offers SEK 534 in cash per share in ICA Gruppen. The Bidder will not increase the offered consideration.

As of the date of the announcement of this Offer, ICA-handlarnas Förbund owns 108,643,330 shares in ICA Gruppen, corresponding to approximately 54 per cent of the total number of shares and votes in ICA Gruppen. The total value of the Offer, based on the 92,503,465 shares in ICA Gruppen that are not directly or indirectly held by the Bidder or by its closely related parties and on the offer price of SEK 534 per share, amounts to approximately SEK 49.4 billion. The Offer entails that the shares in ICA Gruppen are valued at a total of approximately SEK 107.4 billion (based on all 201,146,795 shares in ICA Gruppen, i.e. including the shares that ICA-handlarnas Förbund already owns, and on the offer price of SEK 534 per share).

No commission will be charged in connection with the Offer.

Premium

The offered consideration represents a premium of:

• 29 per cent compared to the closing price of the ICA Gruppen share on Nasdaq Stockholm on 22 October 2021 (which was the last trading day prior to market speculations regarding a potential public offer regarding ICA Gruppen occurred).
• 31 per cent compared to the volume weighted average price per ICA Gruppen share on Nasdaq Stockholm during the 30 latest trading days up to and including 22 October 2021 (which was the last trading day prior to market speculations regarding a potential public offer regarding ICA Gruppen occurred).
• 29 per cent compared to the volume weighted average price per ICA Gruppen share on Nasdaq Stockholm during the 90 latest trading days up to and including 22 October 2021 (which was the last trading day prior to market speculations regarding a potential public offer regarding ICA Gruppen occurred).
• 30 per cent compared to the volume weighted average price per ICA Gruppen share on Nasdaq Stockholm during the 180 latest trading days up to and including 22 October 2021 (which was the last trading day prior to market speculations regarding a potential public offer regarding ICA Gruppen occurred).

The offered consideration represents a premium of 11 per cent compared to the closing price of the ICA Gruppen share on Nasdaq Stockholm on 9 November 2021 (which was the last trading day prior to the announcement of the Offer) and premiums of 23 per cent, 25 per cent, and 28 per cent compared to the volume weighted average price per ICA Gruppen share on Nasdaq Stockholm during the 30, 90 and 180 latest trading days, respectively, up to and including 9 November 2021. It should be noted that the ICA Gruppen share has experienced irregular trading during the trading days after 22 October 2021 when market speculations regarding a potential public offer regarding ICA Gruppen occurred.

Potential adjustment of the offered consideration

If ICA Gruppen pays dividends or makes any other value transfer prior to the Bidder initiating settlement in the Offer, the Bidder will reduce the offered consideration accordingly.

Recommendation from ICA Gruppen’s board of directors

ICA Gruppen’s board of directors (excluding the board members that, in accordance with applicable rules, have not participated in matters related to, and the evaluation of, the Offer)[1] unanimously recommends that the shareholders of ICA Gruppen accept the Offer (see further “Matters concerning closely related parties and conflicts of interests etcetera” below). Further, ICA Gruppen’s board of directors has obtained a fairness opinion from Deloitte AB, according to which the Offer is deemed reasonable for ICA Gruppen’s shareholders from a financial perspective.

[1] As a result of the Bidder being wholly-owned by ICA-handlarnas Förbund, which is the parent company of ICA Gruppen, and in accordance with Nasdaq Stockholm’s Takeover Rules, the board members Claes-Göran Sylvén, Bo Sandström, Magnus Moberg and Anette Wiotti have not participated, and will not participate, in ICA Gruppen’s preparation of matters related to, and evaluation of, the Offer.

Conditions for completion of the Offer

The completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that the Bidder becomes the owner of more than 90 per cent of the shares in ICA Gruppen (on a fully diluted basis);
2. the receipt of all regulatory, governmental or similar clearances, approvals and decisions (including from the SFSA) that are necessary for the Offer and the acquisition of ICA Gruppen, in each case on terms that are acceptable to the Bidder and AMF, respectively;
3. no other party announcing an offer to acquire shares in ICA Gruppen on terms that are more favourable to the shareholders of ICA Gruppen than the terms of the Offer;
4. neither the Offer nor the acquisition of ICA Gruppen being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or a public authority, or any similar circumstance;
5. no circumstances having occurred that have a material adverse effect, or could reasonably be expected to have a material adverse effect, on ICA Gruppen’s sales, results, liquidity, equity ratio, equity or assets;
6. no information made public by ICA Gruppen, or disclosed by ICA Gruppen to the Bidder, being inaccurate, incomplete or misleading, and ICA Gruppen having made public all information that should have been made public by ICA Gruppen; and
7. ICA Gruppen not taking any action that typically is intended to impair the prerequisites for making or completing the Offer.

The Bidder reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to the conditions set out in items 2–7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance of the Bidder’s acquisition of ICA Gruppen or if it is approved by the Swedish Securities Council.

The Bidder reserves the right to waive, in whole or in part, one or more of the conditions set out above, including, with respect to the condition set out in item 1, to complete the Offer at a lower acceptance level.

Necessary approvals from authorities

ICA Gruppen’s subsidiary ICA Banken AB, with registration number 516401-0190, is a bank and ICA Försäkring AB, with registration number 556966-2975, is an insurance company. Accordingly, these subsidiaries are subject to the SFSA’s supervision. As a result thereof, approvals from the SFSA are required in respect of the Bidder’s indirect acquisition, and AMF’s indirect acquisition through the acquisition of shares in the Bidder, of these subsidiaries before the Offer can be completed, a so-called ownership assessment (Sw. ägarprövning). Applications for such approvals were submitted to the SFSA on 19 October 2021 (regarding the Bidder) and on 28 October 2021 (regarding AMF). The SFSA’s approvals are expected to be obtained during the acceptance period.

Financing of the Offer

The Offer is not subject to any financing condition. The Bidder will finance the Offer by ICA-handlarnas Förbund and AMF contributing approximately SEK 20.5 billion in equity to the Bidder and the remaining part of the consideration in the Offer will consist of bridge financing. The initial bridge financing will be fully provided by Skandinaviska Enskilda Banken AB (publ) and Svenska Handelsbanken AB (publ) as Joint and Exclusive Mandated Lead Arrangers and Bookrunners. The financing is made on customary terms and conditions for public offers on the Swedish market.

Due diligence review

The Bidder has, in connection with the preparations of the Offer, conducted a very limited due diligence review of ICA Gruppen. ICA Gruppen has confirmed that the Bidder has not obtained any inside information regarding ICA Gruppen in connection with the due diligence review.

The Bidder’s shareholding in ICA Gruppen

As of the date of the announcement of the Offer, ICA-handlarnas Förbund owns 108,643,330 shares in ICA Gruppen, corresponding to approximately 54 per cent of the total number of shares and votes in ICA Gruppen. As of the date of the announcement of the Offer, neither AMF nor the Bidder owns any shares in ICA Gruppen. ICA-handlarnas Förbund’s shares in ICA Gruppen will be contributed to the Bidder in connection with and conditional upon the completion of the Offer, after which the Bidder will own the 108,643,330 shares in ICA Gruppen.

Except for what is stated in the previous paragraph, neither the Bidder nor any closely related party to the Bidder owns any shares or other financial instruments that provide a financial exposure equivalent to a shareholding in ICA Gruppen. Further, neither the Bidder nor any closely related party to the Bidder has acquired, or agreed to acquire, shares in ICA Gruppen or any other financial instruments that provides a financial exposure equivalent to a shareholding in ICA Gruppen on terms more favourable than the terms of the Offer during the latest six months before the announcement of the Offer.

The Bidder and AMF reserve the right to acquire, or enter into arrangements in respect of acquisitions of, shares in ICA Gruppen, including acquisitions on the market at prevailing prices or in private transactions at negotiated prices. Any such acquisitions will be carried out and announced in accordance with applicable laws and regulations. Any shares acquired by AMF will be contributed to the Bidder in connection with and conditional upon the completion of the Offer.

Matters concerning closely related parties and conflicts of interests etcetera

As of the date of the announcement of the Offer, the Bidder is wholly-owned by ICA-handlarnas Förbund, which is the parent company of ICA Gruppen. Claes-Göran Sylvén, Bo Sandström, Magnus Moberg and Anette Wiotti, who are not independent in relation to ICA-handlarnas Förbund, are members of ICA Gruppen’s board of directors, meaning that Section III of Nasdaq Stockholm’s Takeover Rules are applicable to the Offer. This means, inter alia, that the acceptance period of the Offer shall comprise at least four weeks and that ICA Gruppen shall obtain and publish a fairness opinion regarding the shares in ICA Gruppen from an independent expert. Claes-Göran Sylvén, Bo Sandström, Magnus Moberg and Anette Wiotti have not participated, and will not participate, in ICA Gruppen’s preparation of matters related to, and evaluation of, the Offer. The other members of ICA Gruppen’s board of directors, Cecilia Daun Wennborg, Lennart Evrell, Andrea Gisle Joosen, Fredrik Persson, Charlotte Svensson, Jonathon Clarke and Magnus Rehn, are independent and have participated and will participate in ICA Gruppen’s preparation of matters related to, and evaluation of, the Offer.

Indicative timetable

• Estimated date for publication of the offer document: 10 November 2021
• Estimated acceptance period: 11 November‒14 December 2021
• Estimated settlement date: 20 December 2021

The Bidder reserves the right to extend the acceptance period and to postpone the settlement date. Any extension of the acceptance period or postponement of the settlement date will be announced by the Bidder through a press release in accordance with applicable laws and regulations (including Nasdaq Stockholm’s Takeover Rules).

Compulsory buy-out and delisting

In the event that the Bidder, whether in connection with the Offer or otherwise, becomes the owner of more than 90 per cent of the shares in ICA Gruppen, the Bidder intends to commence a compulsory buy-out procedure in respect of the remaining shares in ICA Gruppen in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). In connection with such compulsory buy-out procedure, the Bidder intends to promote a delisting of the shares in ICA Gruppen from Nasdaq Stockholm.  

Applicable law and disputes

The Offer, and any agreements entered into between the Bidder and shareholders of ICA Gruppen in connection with the Offer, is governed by and construed in accordance with the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with the Offer shall be finally settled by Swedish courts and Stockholm District Court shall be the court of first instance. In addition, Nasdaq Stockholm’s Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of Nasdaq Stockholm’s Takeover Rules and, where applicable, the Swedish Securities Council’s interpretations of the Swedish Industry and Commerce Stock Exchange Committee’s former rules on public offers, are applicable to the Offer.

The Bidder has, on 9 November 2021, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), undertaken towards Nasdaq Stockholm to comply with Nasdaq Stockholm’s Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of Nasdaq Stockholm’s Takeover Rules and, where applicable, the Swedish Securities Council’s interpretations of the Swedish Industry and Commerce Stock Exchange Committee’s former rules on public offers, as well as to submit to the sanctions that Nasdaq Stockholm may decide upon in the event of a breach of Nasdaq Stockholm’s Takeover Rules. The Bidder informed the SFSA of the Offer and the undertaking towards Nasdaq Stockholm on 10 November 2021.

Advisers

The Bidder and ICA-handlarnas Förbund have engaged Handelsbanken Capital Markets and SEB Corporate Finance as financial advisers as well as Gernandt & Danielsson Advokatbyrå as legal adviser in connection with the Offer. AMF has engaged Setterwalls Advokatbyrå as legal adviser in connection with the Offer.

Invitation to webcast

Today, 10 November 2021 at 15:00 CET, a webcast in English will be held for international media and investors where ICA-handlarnas Förbund's CEO Göran Blomberg and CFO Bo Sandström will present the Offer. The presentation is followed by a question and answer session.

Link to webcast: www.murgrona-offer.com/en

Phone number for webcast:

SE: +46 856642651 PIN: 50021249#
UK: +44 3333000804 PIN: 50021249#
US: +1 6319131422 PIN: 50021249#

It is also possible to email questions to questions@murgrona-offer.com.

Questions regarding the Offer

Directly registered shareholders and others who have questions regarding the Offer are welcome to contact the Bidder’s call centre between 09:00 and 16:00 CET via telephone (+46 (0)8-420 034 32) or SEB’s issue department between 09:00 and 16:00 CET via telephone (+46 (0)8-639 27 50). Nominee-registered shareholders and others should first contact their respective nominees for further information regarding practical or technical questions related to the Offer. For general questions regarding the Offer, the Bidder’s call centre can be contacted between 09:00 and 16:00 CET via telephone (+46 (0)8-420 034 32).

Further information

For further information about the Offer, please visit: www.murgrona-offer.com/en

For further information, please contact:

Eva Burén
Head of Communications, ICA-handlarnas Förbund
+46 70 486 20 77
eva.buren@icahandlarna.se

Jens Söderblom
Press Manager, AMF
+46 730 86 98 41
jens.soderblom@amf.se

The Bidder submitted this press release for publication at 07:00 (CET) on 10 November 2021.

Important information

An offer document (in Swedish) will be approved and registered by the SFSA, and made public by the Bidder, prior to the commencement of the acceptance period of the Offer.

The Offer is not being made to (and acceptance will not be approved from or on behalf of) persons domiciled in Australia, Canada, China, Hong Kong, Japan, Mexico, New Zealand, Singapore, South Africa or Switzerland or whose participation in the Offer requires that additional offer documents are prepared or registrations effected or that any other measures are taken in addition to those required under Swedish law (including Nasdaq Stockholm’s Takeover Rules), except where there is an applicable exemption.

This press release and any other documentation related to the Offer (including copies of such documentation) must not be mailed or otherwise distributed, forwarded or sent in or into any jurisdiction (including, without limitation, Australia, Canada, China, Hong Kong, Japan, Mexico, New Zealand, Singapore, South Africa or Switzerland) in which the distribution of this press release or the Offer would require any additional measures to be taken or would be in conflict with any law or regulation in any such jurisdiction. Persons who receive this press release (including, without limitation, banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws or regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions and requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, the Bidder disclaims any responsibility or liability for any violations of any such restrictions and the Bidder reserves the right to disregard any acceptance forms whose submission constitutes a direct or indirect violation of any of these restrictions.

Statements in this press release relating to any future status or circumstance, including statements regarding future performance, growth and other trend projections as well as other effects of the Offer, are forward-looking statements. Such statements may, inter alia, be identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “strives”, “seek”, “will” or “would” or by similar expressions. By their nature, forward-looking statements are associated with risks and uncertainties because they relate to future events and depend on circumstances that occur in the future. Due to several factors, many of which are outside the Bidder’s control, future circumstances may materially deviate from what has been expressed or implied in the forward-looking statements. Any forward-looking statements speak only as of the date on which the statements are made and the Bidder has no obligation (and undertakes no obligation) to update or revise any such statements, whether as a result of new information, future events or otherwise, except for when it is required by applicable laws and regulations.

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

Information to shareholders in the United States

Shareholders in the United States are advised that the shares in ICA Gruppen are not listed on a U.S. securities exchange and that ICA Gruppen is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Offer will be made for the issued and outstanding shares in ICA Gruppen (not already owned or controlled by ICA-handlarnas Förbund), which is domiciled in Sweden, and is subject to Swedish disclosure and procedural requirements. The Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the disclosure and procedural requirements of Swedish law, including with respect to the Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included in this press release has been prepared in accordance with applicable accounting standards in Sweden, which may not be comparable to the financial statements or financial information of U.S. companies. The Offer is made to ICA Gruppen’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of ICA Gruppen to whom an offer is made. Any information documents, including this press release, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to ICA Gruppen’s other shareholders.

The Bidder may waive, in whole or in part, one, several or all of the conditions of the Offer, including, to complete the Offer at a level of acceptance below 90 per cent of the total number of outstanding shares in ICA Gruppen. Any such waiver shall be made public via a press release issued by the Bidder during the period prescribed by, and pursuant to, the applicable rules. A waiver of the applicable acceptance level threshold for the Offer, and a resulting shareholding in ICA Gruppen below 90 per cent of the total number of outstanding shares, will prevent the Bidder from immediately commencing compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in ICA Gruppen as well as from delisting ICA Gruppen from Nasdaq Stockholm. This would mean that there would still be other shareholders in ICA Gruppen whose rights would be protected by minority protection and listing rules. In addition, in the event that the ICA Gruppen shares remain listed, there would be costs associated with maintaining a listing of the shares as well as securing compliance with various regulatory requirements.

A waiver of the applicable acceptance level threshold for the Offer, and a resulting shareholding in ICA Gruppen below 90 per cent of the total number of outstanding shares, would also create concentration of ownership of the listed ICA Gruppen shares with the Bidder, which may result in decreased liquidity and value of the ICA Gruppen share, and may make it more difficult for shareholders to dispose of the shares in a timely manner and/or at a favourable price.

To the extent permissible under applicable law or regulations, the Bidder and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Bidder or its affiliates, as applicable) may from time to time after the date of this press release and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, the shares in ICA Gruppen or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Sweden, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of ICA Gruppen of such information. In addition, the financial advisers to the Bidder may also engage in ordinary course trading activities in securities of ICA Gruppen, which may include purchases or arrangements to purchase such securities. To the extent required in Sweden, any information about such purchases will be made public in Sweden in the manner required by Swedish laws and regulations (including Nasdaq Stockholm’s Takeover Rules).

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this press release. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Offer by a U.S. holder of shares in ICA Gruppen may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of shares in ICA Gruppen is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Offer.

It may be difficult for ICA Gruppen’s U.S. shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since the Bidder and ICA Gruppen are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. ICA Gruppen’s U.S. shareholders may not be able to sue the Bidder or ICA Gruppen or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Bidder and ICA Gruppen and their respective affiliates to subject themselves to a U.S. court’s judgment.