New holding structure

PRESS RELEASE · Establishing new Swiss holding structure · No change to Nobel Biocare's operations · Shares to be listed in Zurich and in Stockholm The Board of Directors of Nobel Biocare has decided to initiate the establishment of a new Swiss holding structure to support the company's continued efforts to increase profitability, to sustain long-term market leadership and to create value for the shareholders. Nobel Biocare has over the last few years developed into an increasingly international group with 95 per cent of its sales generated outside Sweden, 71 per cent of its employees based internationally and only approximately 13 per cent of the shareholders remaining in Sweden today. Nobel Biocare announced last year a new strategy for future growth. With its new management, the company is, today, emphasizing its focus on marketing and sales as well as R&D initiatives with a view to further enhance its global market leadership. New Swiss holding structure The Board of Directors of Nobel Biocare is convinced that there are significant benefits to the company to adopt a new Swiss holding structure that aims at strengthening the company's competitive position, further widening Nobel Biocare's access to international capital markets and enhancing the liquidity of its shares. The new Swiss parent company will be listed on the SWX Swiss Exchange in Zurich and on the Stockholm Stock Exchange (Stockholmsbörsen). Strengthening the Group's competitive position through enhanced cash flow The dental implant market has strong potential for expansion but is subject to considerable competition. A key competitive factor for companies in the industry is the amount of marketing resources they can deploy as well as the amount of capital they can invest in research and development. A new Swiss holding structure will allow Nobel Biocare to optimise its corporate tax position to levels closer to standards with multinational companies and thereby maximising the capital it can re- invest to grow the company and better exploit the market potential. Through this new holding structure, Nobel Biocare expects the average group tax rate to fall to approximately 20-25 per cent as of 2003 which is a level similar to other multinational Swiss domiciled companies. Enhanced access to a larger investor base The new Swiss holding structure and the listing in Zurich will give Nobel Biocare enhanced visibility within the large healthcare focused investor base in Switzerland. The SWX Swiss Exchange has a high proportion of healthcare companies (some 35 per cent of SWX total market capitalization). The company will consequently obtain better access to the large private investor base in Switzerland in addition to its existing institutional owners. Potential for increased liquidity of the Nobel Biocare share Swiss Medtech companies are actively covered by analysts of global investment banks and local broker institutions, contributing to transparency and a high degree of comparability among companies across the European Medtech universe. A listing of Nobel Biocare both in Switzerland and Sweden is likely to increase the company's research coverage. This could, as a result, further improve the liquidity of the Nobel Biocare shares. Shareholder approval The establishment of a new Swiss holding structure will be executed through a public share exchange offer to all shareholders of Nobel Biocare AB involving a 1:1 exchange of shares in Nobel Biocare AB for shares in a new Swiss parent company, Nobel Biocare AG. Following a successful completion of the exchange offer, Nobel Biocare AB would become a subsidiary to Nobel Biocare AG. No change to Nobel Biocare's operations Although the establishment of a new Swiss holding structure would modify the legal structure of Nobel Biocare, it would not change the operations of Nobel Biocare or imply any change to its employees. All current operational headquarter functions, including the research department, will remain in Gothenburg. The main production centres in Sweden and the United States will not be affected by the new holding structure. The Board will seek to maintain the current Board structure also in the new group holding company and the representatives of the employees will participate as associate members. The future financial reporting will maintain the same standards of the company today in terms of transparency and level of information. Further details on the new holding structure and the required public share exchange offer will be provided in a separate press release and subsequent prospectus which are expected to be published in May 2002. Gothenburg, 3 April 2002 NOBEL BIOCARE AB Board of Directors For further information, please contact: Heliane Canepa, President, Nobel Biocare AB, telephone +46 31 81 88 00. Nobel Biocare is an innovative, medical devices company, whose core business comprises dental implants and dental prosthetics. The company's product systems for dental implants, Brånemark System® and Steri- Oss®/Replacetm, are world leaders and have a global market share of around 38%. The company's other product line, Procera®, is a unique, IT-based process for the industrial production of dental prosthetics. The system has been launched very successfully in more than 35 countries in North America, Europe, South East Asia and South America. Nobel Biocare has around 1,300 employees and, in 2001 net sales totaled SEK 2 663 million. The company's headquarters are located in Gothenburg, Sweden, while production takes place in Sweden and the USA. Nobel Biocare has its own sales companies in 26 countries. www.nobelbiocare.se ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/04/03/20020403BIT00020/wkr0001.doc http://www.waymaker.net/bitonline/2002/04/03/20020403BIT00020/wkr0002.pdf