NCC makes an offer for Selmer, Norway's largest construction company

December 6, 1999 NCC makes an offer for Selmer, Norway's largest construction company NCC makes an offer for all outstanding shares (95%) in Norway's largest construction company, Selmer ASA. The remaining 5% percent of the shares are owned by Selmer. The shareholders in Selmer are offered NOK 90 per share, which values the company at approx. NOK 2,000 million (SEK 2,130 million). The rate of the Selmer share has averaged NOK 70 during the last 30 days (period ending 03.12.1999), which implies an offer premium of approx. 30 percent. If the offer is accepted, Selmer will merge with NCC's subsidiary NCC Norge and form Norway's largest construction company with a leading position within most market segments. * NCCs strategy is to become, through acquisitions and organic growth, market leading in all country markets in the Nordic countries and the Baltic region. A merger between Selmer and NCC Norge would create Norways by far leading construction company with a very strong position. Selmer is a well-managed and profitable company with a strong management, and they have an organisation, strategy and corporate culture that fits well with those of NCC. We foresee direct annual synergies of SEK 60 million, says NCC's CEO, Jan Sjöqvist. The offer is conditional, and depends for instance on that NCC AB is given acceptance from shareholders in Selmer who represent at least 90% of the share capital and also on approval for the acquisition from Norwegian and Swedish authorities. The offer period runs from, and includes, December 10 1999 to December 22 1999 at 4 p.m. If the merger of Selmer and NCC Norge goes through, the new Norwegian company will have approx. 6.200 employees and sales of approx. SEK 10 million. The sales will be generated 51% in Building, 35% in Civil Engineering, 8% in Industry, 3% in Housing and 3% in Real Estate. Synergies The acquisition of Selmer creates annual synergies in the order of SEK 60 million. The synergies are mostly a result of reduced administration costs, as well as reduced costs in the areas of purchase, IT, finance and R&D. The new Norwegian company will, if the merger goes through, become an attractive partner for both customers and suppliers and will have a strengthened position within all the business areas of Civil Engineering, Housing, Building, Industry and Real Estate Development. The new company will also have a financial strength that enables it to participate in privately funded BOT- projects (Build Operate Transfer). It will also become a highly attractive employer that can offer its employees training in an international environment. If the acquisition goes through, NCC will have a strengthened base in the Nordic countries and thereby be in a better position to continue expansion in the Baltic region. Facts about Selmer ASA Selmer's business idea is to develop values in building and civil engineering through project development, management and production. The company had 4,300 employees at the start of 1999, and is organised in the business areas of Building, Civil Engineering, Industry and Real Estate Development. In 1998 the company posted sales of SEK 6.4 billion and a result after financial items of SEK 303 million. Sales during the first three quarters of 1999 were SEK 5.5 billion, and result after financial items was SEK 217 million. The order reserve at the end of the third quarter of 1999 was approx. SEK 5.2 billion. Effects of the acquisition on the financial results and balance sheet for the NCC group Purchase price: Approx. SEK 2020 million Profit after net financial items: Year 2000 and onwards + approx. SEK 140 million including synergies Merger costs: SEK 110 million, included in the purchase price calculation Earnings per share: Year 2000 and onwards + approx. SEK 0,80 including synergies Cash flow: Year 2000 and onwards + SEK 100 million including synergies The equity/assets ratio will drop by approx. 4 per cent points in year 2000. Press conference at 2 p.m The press and analysts are invited to a press conference to be held at Rica Sjølyst, Drammensvn. 154, Oslo, on Monday 6 December 1999 at 2 p.m. International telephone conference at 4 p.m An international telephone conference in English for analysts and the media will be arranged at 4 p.m. To participate, please dial + 47 800 80 119 no later than 3.55 p.m. An overhead presentation will be available on NCC's official home page on the Internet www.ncc.se/english in good time before the telephone conference. For further information, please contact: Jan Sjöqvist, CEO, NCC AB, tel. +46 8 655 22 78, or + 46 70 5934010 Paul Lødøen, CEO, NCC Norge AS, tel. +47 22 986800 or + 47 911 25 760 ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/1999/12/06/19991206BIT00020/bit0001.doc http://www.bit.se/bitonline/1999/12/06/19991206BIT00020/bit0002.pdf