New Wave Group makes an offer for all shares in Texet AB

New Wave Group makes an offer for all shares in Texet AB * New Wave offers 1 B-stock in New Wave for 124 A-stock and 134 B-stock respectively in Texet AB. * The offer is the equivalent of approximately 1.37 SEK per A-stock and 1.27 per B-stock, resulting in a premium offer per A-stock of 36.9% and per B-stock of 26.7%. * New Wave expects positive synergy effects totaling 17-25 MSEK. * Through the acquisition New Wave becomes one of Europe's largest profile companies with a total turnover of 953.7 MSEK (refers to the period 1998- 01-10 - 1999-30-09). * New Wave gains through the acquisition one of the strongest brand names on the Nordic profile market, James Harvest Sportswear. The board of New Wave Group AB (publ) ("New Wave") has decided to make an public offer ("The Offer") to the stockowners of Texet (publ) ("Texet") for the acquisition of all stock in the company, listed on the IM-list. New Wave has no previous stock in Texet. The main stockowners that own 87 percent of the votes and 56 percent of the capital in Texet are positive to the offer. The Board for Texet has pronounced that they are favorably inclined to the offer and unanimously recommend all stockowners to accept the New Wave offer. Through the acquisition of Texet, New Wave secures its leading position on the profile market in Northern Europe and becomes a leading actor on the total European market. Texet's international distribution network, with distribution to 17 countries, also provides a strong base for New Wave's continued international expansion. Through the acquisition, New Wave gains the brand name James Harvest Sportswear which is one of the strongest brand names on the Nordic profile market. The Offer The offer applies to acquisition through non-cash issue and implies that the stockowners in Texet are offered a stock of B-series in New Wave for every 124-figure of A-series stock and 134-figure of B-series stock respectively in Texet. The owners of B-series stock in Texet with a holding not evenly divisible by 134 will be offered commission-free purchase or sale for the reverse split to a New Wave stock of the aforementioned principal owner. The new capital issue in New Wave entitles to stock dividend valid from the financial year 2000. The terms and conditions of the offer are specified below. The Value of the Offer New Wave owns no stock in Texet prior to the offer. The average final price paid for Texet's B-series of stock during the past ten business days prior to when trading was suspended was 1.01 SEK. The average final price paid for New Wave B-series stock during the same period was 171.45 SEK. The offer corresponds to an offer value of 95.496.621 SEK and a premium of 36.9 percent (Texet's A-series stock) and 26.7 percent (Texet's B-series stock) respectively based on these average closing prices. The Möller family, A Hedberg & Son AB, Johan Hedberg and Christer Blomquist, owners to stock in Texet which in total represents 86.8 percent of the votes and 56.3 percent of the capital, have contracted to accept the offer (though with the right to revoke the acceptance in accordance with Clause II.4 in the Trade and Industry's Stock Exchange Committee's recommendations regarding public offers for the acquisition of stock). The Reason for the Offer Through the acquisition of Texet, New Wave becomes on of the largest profile companies in Europe. At the same time, New Wave gains one of the strongest brand names on the profile market, James Harvest Sportswear. New Wave expects major synergy effects through, for example, coordinated purchase of both products and services in the range of 10-15 MSEK within one year after the take over, which is estimated to occur during the second quarter of 2000. In addition, long-term synergy effects will be achieved within logistics and marketing which, in total, is estimated to reach a further 7-10 MSEK on a yearly basis. In total, this will result in long-term synergy effects of 17-25 MSEK. The new corporation has over a rolling budget year October 1998 to September 1999 a pro forma turnover of 953.7 MSEK. For the year 2000, the calculated total turnover for the corporation is expected to exceed 1.200 MSEK. After the acquisition, New Wave will have approximately 260 employees, of which 38 are employed in Texet. Björn Härenstam will remain as President of Texet. The intention is that Texet will continue to work through the current channels of distribution. Financial effects of the acquisition The financial effects of the acquisition based on the company's interim report for the period 1999-01-01 - 1999-30-09 are accounted for here below. The pro forma account has been compiled without consideration to the goodwill that arises through an acquisition. No consideration has been taken to the synergy gains. MSEK New Wave Group Texet AB New Wave Group AB 1999-01-01-- AB, 1999-01-01-- 1999-30-09 Pro forma after 1999-30-09 the merger 1999-01-01-- 1999-30-09 Operating 588.7 147.0 735.7 revenue Net operating 48.1 5.1 53.2 income Result of the period 27.9 2.5 30.4 after standard tax rate Data per stock Result per stock after standard 9.30 0.03 8.56 tax rate According to New Wave the pro forma account is not representative of the new company's future earning capability. The merger means that the result per stock decreases for 1999 based on the pro forma account. New Wave asses the result per stock for the year 2000 will increase as a result of the acquisition. Goodwill is estimated at approximately 57-60 MSEK, and will be written off during the coming 20 years. Preliminary listing of main stockowners Upon full support of the offer, the number of stock is expected to increase 556,994 to 3,554,398 stocks. The new issued stock in New Wave Group AB corresponds to 15.7 percent of the capital and 3.3 percent of the votes after the issue is completed. Owner A-stock B-stock Number o in % Capital Votes % Torsten Jansson 1,379,23 50,000 13,842,3 83.0 40.2 0 00 Investment AB 150,000 150,000 0.9 4.2 Öresund Banque Intl. A 141,300 141,300 0.8 4.0 Luxemb. CR Suisse EQT 140,000 140,000 0.8 3.9 Domani 119,882 119,882 0.7 3.4 Birgitta Möller 101,915 101,915 0.6 2.9 Catella Reavinstf 90,000 90,000 0.5 2.5 Anders Hedberg & Son 86,205 86,205 0.5 2.4 Niclas Möller 67,725 67,725 0.4 1.9 Christer Blomquist 55,059 55,059 0.3 1.5 Terms and Conditions for the Offer New Wave's offer is valid with reservation for the following: that an extraordinary general meeting in New Wave, no later than 2000-31- 03, approves and makes the necessary decision regarding non-cash issue to Texet's stockowners, that the offer is accepted to such an extent that New Wave becomes the owner of more than 90 percent of the total number of stock and votes in Texet, though New Wave reserves the right to follow out the offer even if support is lower, that the acquisition in full or in part is not made impossible or considerably obstructed through legislation, court decree, decree of government authorities or the equivalent in Sweden or abroad, which at the time of decision may be in existence or may be foreseen, or by any other condition beyond the control of New Wave, that no dividend decision in Texet be taken for the fiscal year 1999. Preliminary timeplan It is estimated that the prospectus will be made public and distributed to the stockowners in the middle of the month of March. The application period will thereafter run for three weeks. New Wave reserves the right to extend the application period as well as to postpone the set date for payment of the exchange of stock. An extraordinary general meeting for the New Wave Group AB for the approval of the decision of non-cash issue is planned for week 13, 2000. Borås on the 19th of January 2000 New Wave Group AB (publ) The Board For further information, contact: Torsten Jansson, President, New Wave Group AB, Phone +46 33 225850, +46 708 998050 Jörgen Bender, Financial Director, New Wave Group AB, Phone +46 33 225850, +46 708 998055 New Wave Group in short New Wave is a garment company based on establishing, acquiring and developing trademarks in leisure wear. New Wave operates within two business areas, in part on the market for profile clothes through sales to independent profile companies, and in part the retail market through retailers in primarily sports and shoe trade. By operating within these two market segments, the corporation gains a better spread of risks and achieves the advantages of coordination. The corporations most well-know brand names are Clique, Craft, Grizzly, New Wave, Pax and Skechers. ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/01/20/20000120BIT00470/bit0001.doc http://www.bit.se/bitonline/2000/01/20/20000120BIT00470/bit0002.pdf