Nordic Capital makes recommended tender offer for Kompan A/S

To the Copenhagen Stock Exchange and the press Copenhagen, 30 January 2005 Not for distribution in the USA, Canada, Australia or Japan Summary: Nordic Capital has today made a public, recommended tender offer for the shares in Kompan A/S – Europe’s leading manufacturer of playground equipment. The offer is unanimously recommended by the board of directors of Kompan. The company’s majority shareholders, LEGO Holding A/S and Kirkbi A/S, as well as members of Kompan’s board of directors and executive board, who own a total of 34% of the shares and 77% of the voting rights, have accepted the offer of DKK 1250 per A and B share with a nominal value of DKK 100. Nordic Capital expects to delist Kompan from the Copenhagen Stock Exchange and accelerate the company’s development through investments and acquisitions. A teleconference will be held on Monday, 31 January at 10.00 a.m. (CET) and an information meeting will be held at 11.30 a.m. in Ringe.

Nordic Capital Fund V has today made a tender offer through Cidron II A/S to the shareholders of Kompan A/S (Kompan) for a cash consideration of DKK 1250 per A and B share of DKK 100. This corresponds to a total purchase price of approximately DKK 737 million, including options but excluding the value of Kompan’s holding of treasury shares. Nordic Capital owns 100% of Cidron II A/S. The tender offer is effective up to and including Friday, 4 March 2005. The tender offer is a result of a thorough dialogue with the management of Kompan and the offer is unanimously recommended by the board of directors of Kompan, which has been essential to Nordic Capital. Earlier today Kompan published an announcement to the Copenhagen Stock Exchange (no. 2/05 of 30 January 2005), including the following statement by the board of directors: “The board of directors of KOMPAN considers the offer to be attractive to KOMPAN’s shareholders and Nordic Capital to be a good partner for KOMPAN’s participation in the restructuring of the industry, which in the long term will benefit employees as well as customers. The board of directors has therefore unanimously resolved to recommend the shareholders to accept the offer.” Kompan’s main shareholders, LEGO Holding A/S and Kirkbi A/S, as well as members of the company’s management, who own a total of 28% of the shares and 75% of the voting rights, have made an irrevocable undertaking to accept the tender offer. Furthermore, all members of the board of directors, including the founder Tom Lindhardt Wils, have today signed an acceptance form for their personal shareholdings, which account for a total of 6% of the share capital and 2% of the voting rights. A total of 34% of the share capital and 77% of the voting rights in Kompan have thus accepted the offer. The offer price represents a premium of 25% relative to the average share price on 8 October 2004, the last trading day before Kompan published its considerations of participating in the industry’s structural adjustments, and a premium of 53% relative to the average share price 360 days prior to 8 October 2004. Since then, the Kompan share has increased further as a result of the market’s expectations of a sale of the company but even relative to the closing price of DKK 1170 on the most recent trading day (Friday, 28 January) the tender offer represents a premium of 7%. Purpose of the tender offer Via Cidron II A/S, Nordic Capital aims to acquire 100% ownership of Kompan for the purpose of delisting the company from the Copenhagen Stock Exchange and further developing Kompan as a standalone business in collaboration with the existing management and based on the company’s existing strategy. ”We believe that we can accelerate Kompan’s growth in existing and new markets and develop the company through investments in organic growth and not least acquisitions. These efforts may impair Kompan’s earnings in the short term but will enhance the company’s long-term value. Therefore, it is the right step to delist the company from the Stock Exchange and develop Kompan under long-term ownership that has the financial strength to be patient and add the resources necessary for future expansion without consideration for short-term fluctuations in earnings,” says Christian Dyvig, Partner in Nordic Capital. Nordic Capital sees a number of opportunities to develop Kompan based on the company’s existing strategy: • Development of Kompan’s position as European market leader to include new European, Asian and American countries and states. • Development of Kompan’s product range to include selected complementary products, partly through product development, partly through acquisition of other activities or companies. • Expansion of Kompan’s distribution channels for existing products to focus on new customer segments. • Implementation of the previously planned shift of production and distribution from Ringe in Denmark and Vetraz-Monthoux in France to Brno in the Czech Republic. • Strengthening of Kompan’s position as market leader through participation in the ongoing consolidation within the playground equipment industry. Management and employees Nordic Capital intends to retain Kompan’s management, headed by Carl Henrik Jeppesen, CEO, and Henning Andersen, CFO. ”We have great confidence in the management and employees of Kompan and in their ability to significantly grow the company under dedicated and long-term ownership”, says Christian Dyvig. In accordance with its standard practice, Nordic Capital intends to offer the company’s executive management and other senior employees the possibility to invest in Kompan. The transaction The tender offer is made without reservations with respect to funding or due diligence. The transaction is subject to Nordic Capital receiving acceptances for more than 90% of the share capital and voting rights in Kompan and to the usual reservations with respect to regulatory approvals, etc. Every effort will be made for such approvals to be made available on expiry of the offer period. Nordic Capital’s offer document is available at www.kompan.com, at www.hshgudme.dk and at the website of the Copenhagen Stock Exchange. The document including the acceptance form will be mailed to the registered shareholders of Kompan this week. HSH Gudme and Plesner have advised Nordic Capital. For further information, please contact: Christian Dyvig, Partner in Nordic Capital, tel.: +45 33 44 77 50 Teleconference Monday, 31 January: A teleconference will be held on Monday, 31 January at 10.00 a.m. Christian Dyvig, Partner in Nordic Capital, Bent Pedersen, chairman of the board of Kompan, and Carl Henrik Jeppesen, CEO of Kompan will participate in the teleconference. Please call +45 90 90 90 90 and press 1414 1414 to obtain access to the teleconference. Please see the practical details announced by Kompan. Information meeting Monday, 31 January: An information meeting will be held at 11.30 a.m. at Kompan’s address, Korsvangen 11 in Ringe. Christian Dyvig from Nordic Capital will be present together with Bent Pedersen and Carl Henrik Jeppesen from Kompan. Please register for the press meeting not later than 11.00 a.m. by calling Lene Lindhardsen, Kompan, on phone no. +45 63 62 12 50. Information on Nordic Capital Nordic Capital is a leading private equity firm focusing on investments in the Nordic middle-market arena. The firm has a strong investment track record, an extensive network of contacts and firsthand knowledge of local industries and business practices. Since its inception in 1989, Nordic Capital has invested in more than 50 Nordic-based companies operating in a range of sectors. Nordic Capital’s proven investment strategy creates value by actively implementing key value drivers, such as new industrial combinations, strategic repositioning and internationalization. A number of leading Nordic and international institutional investors have invested in Nordic Capital's funds. Nordic Capital’s current portfolio consists of 20 companies. Nordic Capital is one of the largest private equity investors in Denmark, and previous Danish acquisitions include the companies Unomedical, Sonion, Nycomed Pharma and most recently Falck. Nordic Capital is currently investing from its fifth fund of EUR 1.5 billion. The total turnover of Nordic Capital’s investee companies since its start is in excess of EUR 9 billion. Further information about Nordic Capital is available at the company’s website: www.nordiccapital.com Information on Kompan Kompan is today Europe’s leading manufacturer of playground equipment. The company supplies playground equipment to countries all over the world and offers the market’s broadest product range covering more than 350 different playground activities. The equipment is divided into four product lines with different design and materials focusing on the age group of 1-19 years. Sale to the public sector accounts for 85% of Kompan’s sales. Yours faithfully Christian Dyvig, Nordic Capital