Peab AB makes a public tender offer to the shareholders of Annehem Fastigheter AB

Peab AB (publ) (”Peab”), Corporate ID no. 556061-4330 is hereby making a public tender offer to the shareholders of Annehem Fastigheter AB (publ) (”Annehem Fastigheter”), Corporate ID no. 556683-4452, to transfer all the shares issued by Annehem Fastigheter to Peab (the ”Offer”). Annehem Fastigheter's shares are listed on NASDAQ OMX First North. Peab's Class B shares are listed on NASDAQ OMX Nordic, Mid cap and Peab's Class A shares are unlisted.

Summary
• Peab is offering all the shareholders of Annehem Fastigheter a cash payment of SEK 21.00 per Annehem Fastigheter share as payment for shares in Annehem Fastigheter (”Cash Alternative”).

• As an alternative to the Cash Alternative, Peab is offering the shareholders of Annehem Fastigheter Class B Peab shares as payment for Annehem Fastigheter shares (”Share Alternative”). A fraction of one Class B Peab share is offered for each Annehem Fastigheter share. A maximum of one Class B Peab share will be offered for every Annehem Fastigheter share. The fraction of one Class B Peab share that is offered for each Annehem Fastigheter share depends on the Peab share's volume-weighted average share price (”Average Share Price”) on NASDAQ OMX Nordic, Mid cap during the period 18 May to 1 June 2009 (”Measurement Period”). The Average Share Price for Peab shares during the Measurement Period will be published by Peab on 2 June 2009 in a press release.

Payment according to the Share Alternative will be made through the transfer of own Class B Peab shares.

The settlement according to the Share Alternative, i.e. the fraction of each Class B Peab share which is offered for each Annehem Fastigheter share will be determined by the Average Share Price of Peab's shares during the Measurement Period and will affect the bid value of the Annehem Fastigheter's shares in the manner specified in the items (a) to (d) below. The calculation of the bid value and the exchange ratio between Class B Peab and Annehem Fastigheter shares is described below under the heading The proposal in detail.

(a) If the Average Share Price for Peab's shares during the Measurement Period is SEK 21.50 or lower the bid value for each Annehem Fastigheter share will be equivalent to Peab's Average Share Price during the measurement period.
(b) If the Average Share Price for Peab's shares during the Measurement Period is higher than SEK 21.50 but lower than or equal to SEK 30.70, the bid value for each Annehem Fastigheter share will be fixed at the equivalent of SEK 21.50.
(c) If the Average Share Price for Peab's shares during the Measurement Period is higher than SEK 30.70 but lower than or equal to SEK 35.00, the bid value for each Annehem Fastigheter share will be based on an exchange ratio of 0.7 multiplied by the average share price of Peab's share, which means a linear increase in the value from SEK 21.50 to SEK 24.50.
(d) If the Average Share Price for Peab's shares during the Measurement Period is higher than SEK 35.00 the bid value for each Annehem Fastigheter share will be fixed at the equivalent of SEK 24.50.

Only whole Class B Peab shares will be transferred in the Offer. Any surplus fractions will be settled by a cash payment.

• Trading in Annehem Fastigheter's shares is limited and in 2009 until today's date a total of 58,974 shares have been traded in the last 24 days of trading on which transactions were made. The volume-weighted average share price for Annehem Fastigheter's shares in 2009 is SEK 19.77. The offer according to the Cash Alternative entails a bid premium of approximately 8 per cent based on the last purchase price for Annehem Fastigheter's shares as at 16 April 2009 and an bid premium of around 6 per cent based on Annehem Fastigheter's share's volume-weighted average share price for 2009. Based on the last transaction price of Peab's share as and the latest purchase price for Annehem Fastigheter's shares at 16 April 2009, the offer according to the Share Alternative means that the bid value is SEK 22.47 which means the bid premium is approximately 15 per cent. Based on the volume-weighted average share price of Annehem Fastigheter's shares in 2009, the offer according to the Share Alternative means that the bid premium is around 14 per cent.

• The body of rules that specifically regulate public tender offers in the Swedish stock market do not formally apply to the Offer as Annehem Fastigheter's shares are not listed in a regulated market. Peab nevertheless intends to apply the rules which in key respects are applicable to public tender offers on shares that are listed in regulated markets (such as NASDAQ OMX Nordic). They include the Swedish Act (2006:451) on Public Takeover Bids and NASDAQ OMX Stockholm's rules regarding public takeover offers on the stock market.

• Shareholders of Annehem Fastigheter representing approximately 61.5 per cent of the number of votes and shares in Annehem Fastigheter have committed to accepting the offer. These shares together with Peab's existing holding of shares in Annehem Fastigheter constitutes around 68.4 per cent of all the shares and votes in Annehem Fastigheter.
• Shareholders of Peab representing approximately 70 per cent of the votes have announced that they will vote in favour of the annual general meeting adopting a necessary resolution to enable Peab to offer the shareholders of Annehem Fastigheter Class B Peab shares as payment for the Offer.

• The acceptance period is expected to be 18 May until 18 June 2009.

Background and reasons for the Offer
Annehem Fastigheter develops land and properties in the Öresund region, one of northern Europe's most dynamic and fastest-growing regions. Its current projects include the much- publicised Point Hyllie which will combine with the city tunnel and Hyllie station to form the hub of Malmö's new city district. In February 2009 Annehem Fastigheter received building permission to proceed with the first stage of the project, which consists of office and commercial premises.

Peab is one of the Nordic region's leading construction companies which, after the acquisition of Peab Industri, had proforma sales of around SEK 40 billion in 2008. In Sweden the company's operations are conducted across the whole country while in Norway and Finland they are concentrated around the capital city regions. As part of its building contract operations, Peab also has its own housing production operation.

Peab has seen the potential in Annehem Fastigheter's project portfolio and in its view, Annehem Fastigheter's development projects are good strategic fit for Peab's structure. Peab has both the know-how and financial strength to develop and drive the various projects forward.

Parallel with the development project Annehem Fastigheter has built up a portfolio of investment properties in Skåne. At present, the property holding for full development consists of homes and commercial premises located in the centre of Landskrona. The total rentable area amounts to 47,000 square metres with a book value of some SEK 380 million as at 31 December 2008.

Peab is of the opinion that an acquisition in accordance with the Offer would benefit the shareholders of both Annehem Fastigheter and Peab.

The proposal in detail
Peab is offering all the shareholders of Annehem Fastigheter a cash payment of SEK 21.00 per Annehem Fastigheter share as payment for shares in Annehem Fastigheter (”Cash Alternative”).

As an alternative to the Cash Alternative Peab is offering the shareholders of Annehem Fastigheter Class B Peab shares as payment for shares in Annehem Fastigheter (”Share Alternative”). A fraction of one Class B Peab share is offered for each Annehem Fastigheter. A maximum of one Class B Peab share will be offered for each Annehem Fastigheter share. The fraction of each Class B Peab share that is offered for each Annehem Fastigheter share depends on the Peab share's volume-weighted average share price during the Measurement Period which will be published by Peab on 2 June 2009 in a press release.

Payment according to the Share Alternative will be made through the transfer of own Class B Peab shares.

The payment according to the Share Alternative, i.e. the fraction of each Class B Peab share which is offered for each Annehem Fastigheter share will be calculated according to the following alternatives depending on the Average Share Price of Peab's shares during the Measurement Period:


(a) If the Average Share Price of Peab's shares during the Measurement Period is SEK 21.50 or lower, the exchange ratio will be one to one, i.e. 1.0 Class B Peab share will be offered for each Annehem Fastigheter share. The bid value for Annehem Fastigheter shares according to this alternative is equivalent to the Average Share Price of Peab's shares during the Measurement Period.

(b) If the average share price of Peab's shares during the Measurement Period is higher than SEK 21.50 but lower than or equal to SEK 30.70, the exchange ratio will be determined as the quotient of SEK 21.50 and the Average Share Price of Peab's shares during the Measurement Period, which means that the exchange ratio is adjusted gradually from 1.0 Class B Peab share to a 0.7 fraction of one Class B Peab share for each Annehem Fastigheter share. The bid value for each Annehem Fastigheter share according to this alternative is fixed at the equivalent of SEK 21.50.

(c) If the average share price of Peab's shares during the Measurement Period is higher than SEK 30.70 but lower than or equal to SEK 35.00, the exchange ratio will be determined as 0.7 fraction of one Class B Peab share for each Annehem Fastigheter share. The bid value for each Annehem Fastigheter share according to this alternative increases linearly from SEK 21.50 to SEK 24.50.

(d) If the Average Share Price of Peab's shares during the Measurement Period is higher than SEK 35.00, the exchange ratio will be determined such as the quotient between SEK 24.50 and the Average Share Price of Peab's shares during the measurement period. The bid value for each Annehem Fastigheter share according to this alternative is fixed at the equivalent of SEK 24.50.


Here is an example of the exchange ratio and bid value per share in Annehem Fastigheter
with different Average Share Prices in Peab during the Measurement Period for the Share
Alternative.

Utbytesrelation -
Genomsnittliga antal Peabaktier Utförlig
Aktiekursen i Budvärde per aktie per aktie i information
Peab under i Annehem Annehem återfinns ovan i
Mätperioden Fastigheter Fastigheter punkt
18,00 18,00 1,00 (a)
21,50 21,50 1,00 (a)
25,00 21,50 0,86 (b)
28,00 21,50 0,77 (b)
30,70 21,50 0,70 (b)
32,00 22,40 0,70 (c)
35,00 24,50 0,70 (c)
37,00 24,50 0,66 (d)
40,00 24,50 0,61 (d)

Only whole Class B Peab shares will be transferred in the Offer. Any surplus fractions will be settled by a cash payment.

If Annehem Fastigheter performs a dividend payment or other value transfer before the settlement terms are specified in the Offer, the payment in the Share Alternative or Cash Alternative will be adjusted by the corresponding amount.

• Trading in Annehem Fastigheter's shares is limited and in 2009 until today's date a total of 58,974 shares have been traded in the last 24 days of trading on which transactions were made. The volume-weighted Average Share Price for Annehem Fastigheter's shares in 2009 is SEK 19.77. The offer according to the Cash Alternative entails a bid premium of approximately 8 per cent based on the last purchase price for Annehem Fastigheter's shares as at 16 April 2009 and an bid premium of around 6 per cent based on Annehem Fastigheter's share's volume-weighted average share price for 2009. Based on the last transaction price of Peab's share as and the latest purchase price for Annehem Fastigheter's shares at 16 April 2009, the offer according to the Share Alternative means that the bid value is SEK 22.47 which means the bid premium is approximately 15 percent. Based on the volume-weighted average share price of Annehem Fastigheter's shares in 2009, the offer according to the Share Alternative means that the bid premium is around 14 percent.

The maximum total value of the Offer is around SEK 282 million. This value is based on all the shareholders adopting the Share Alternative, and the bid value for each Annehem Fastigheter share being SEK 24.50, and excludes all Peab's holdings of Annehem Fastigheter shares.

The transfer of Peab's own Class B shares in accordance with the Offer requires the Annual General Meeting of Peab on 14 May 2009 to adopt the necessary resolution. Shareholders, representing approximately 70 per cent of the votes in Peab, have announced that they will be voting in favour of the necessary resolutions to be adopted. The part of the Offer which is made up of liquid assets will be financed through the use of existing cash in Peab.

Peab's current holding of shares in Annehem Fastigheter is 850,000, representing approximately 6.9 per cent of the total number of shares and votes in Annehem Fastigheter.

Commission is not payable for shares surrendered under the Offer.

Proposed conditions of the Offer
Completion of the Offer is conditional on:

1. the Offer being accepted to such an extent that Peab becomes the owner of more than 90 per cent of the total number of shares and votes in Annehem Fastigheter;

2. that the General Meeting of Peab adopts necessary resolutions to enable the transfer of its own holding of Class B Peab shares, or alternatively to enable the issue of new Class B Peab shares as payment in the Offer's Share Alternative;

3. that no other party announces a proposal to acquire shares in Annehem Fastigheter at conditions that are more advantageous to Annehem Fastigheter's shareholders than the conditions in the Offer;

4.the granting, on conditions and at a time which are acceptable to Peab, of all necessary permits, approvals, decisions or other measures from public authorities or suchlike, including from competition authorities, which are necessary for the Offer and the acquisition of Annehem Fastigheter and

5. neither the Offer nor the acquisition of Annehem Fastigheter is rendered impossible or materially impeded, in whole or in part, by any legislation or other regulation, judicial decision, public authority decision or corresponding circumstances, which exist or may reasonably be anticipated, which are beyond Peab’s control and which Peab reasonably could not have foreseen at the time of announcement of the Offer.

Peab reserves the right to withdraw the Offer in the event it is clear that any of the above conditions are not satisfied or cannot be fulfilled. As regards conditions 4 and 5, however, such revocation will take place only if the non-fulfilment thereof is of material significance for Peab’s acquisition of shares in Annehem Fastigheter. Peab also reserves the right, in whole or in part, to waive one or more of the conditions above, including completion of the Offer in the event of a lower level of acceptance as specified in item 1 above.

Statement regarding the proposal
The board members of Annehem Fastigheter who have undertaken not to accept the offer as specified below and are otherwise not hindered from making their opinions known publicly will be making a statement about their opinions of the offer in good time before end of the acceptance period. The said members will use a fairness opinion as a source material for their statement.

Commitment of the larger shareholders of Annehem Fastigheter
A number of larger shareholders of Annehem Fastigheter which together hold around 7,613,084 shares, which together with Peab's holding constitutes around 68.4 per cent of the total number of shares and votes in Annehem Fastigheter, have irreversibly committed to accepting the Offer and Share Alternative. These irreversible commitments are conditional on, inter alia, none of the parties publishing a public tender offer for all the shares in Annehem Fastigheter at a price that exceeds the price in the Offer and that the Peab declining in turn to offer a price which is equivalent to or higher than the competing offer within seven days of the publication of the competing tender offer.

Senior management executives in Annehem Fastigheter’s participation in the Offer
Mats Leifland has a senior position at Peab in his capacity of vice president and, at Annehem Fastigheter, in his capacity of board member. Mats Leifland's influence in Peab is such that any attempt to influence the conditions of the Offer could be considered as a participation in the Offer.

Financial effects on Peab
The proforma financial effects on the new group for the 2008 financial year are presented in brief below. The information is based on the share price for Peab's shares at SEK 32.10, equivalent to the latest listed transaction price on NASDAQ OMX Nordic on the day before the Offer's publication, and all shareholders of Annehem Fastigheter choosing the Share Alternative.

An acquisition of Annehem Fastigheter in accordance with the Offer will affect Peab's result and financial position to a relatively limited extent. Net sales will increase by 0.4 per cent and the operating margin will remain unchanged. Net debt will increase by SEK 230 million to approximately SEK 4.3 billion and the equity ratio will remain unchanged at approximately 25 per cent.

Given the above-specified share price for Peab's shares, the total acquisition value of the shares in Annehem Fastigheter will be SEK 276 million, which on 31 December 2008 was SEK 50 million under Annehem Fastigheter's book value.

In addition to the coming prospectus, additional descriptions of Peab and Annehem Fastigheter are available on Peab's and Annehem Fastigheter's websites: www.peab.se and www.annehem.se.

Preliminary timetable
Prospectus published 13 May 2009
Peab's Annual General Meeting 14 May 2009
First acceptance date for Offer 18 May 2009
Measurement Period 18 May – 1 June 2009
Publication of the Average Share Price
of Peab's shares during the Measurement Period 2 June 2009
Final acceptance date for the Offer 18 June 2009
Settlement terms 1 – 3 July 2009

Peab reserves the right to extend the acceptance period and also to defer the date of settlement.

Supplementary prospectus
On 14 May 2009 Peab will be presenting its interim report for January-March 2009. In connection with this, Peab will be applying to the Swedish Financial Supervisory Authority for approval to register a supplementary prospectus, which will be published on Peab's (www.peab.se), Swedbank's (www.swedbank.se/prospekt) and the Swedish Financial Supervisory Authority's (www.fi.se) websites. In addition to the interim report, the supplementary prospectus will also contain a report on Peab's capitalisation and net debt as per 31 March 2009.

Compulsory redemption and delisting
As soon as possible after Peab's holding of Annehem Fastigheter shares exceeds 90 per cent of the total number of Annehem Fastigheter shares, Peab intends to request compulsory redemption of the remaining shares in Annehem Fastigheter in accordance with the relevant regulations of the Swedish Companies Act. In connection therewith, Peab intends to promote a delisting of Annehem Fastigheter shares from NASDAQ OMX First North, provided that such de-listing may take place in accordance with applicable Swedish laws, rules and regulations. Shareholders who choose not to accept the Offer but to remain as shareholders in Annehem Fastigheter should note that after a possible de-listing no organised market for trading in this share will exist.

Applicable law and disputes
The Offer will be governed by Swedish law. The body of rules that specifically regulate public tender offers on the Swedish stock market are only applicable when they concern shares that are intended for trading in regulated markets. Annehem Fastigheter's shares are listed on NASDAQ OMX First North. NASDAQ OMX First North does not have the status of a regulated market but is instead subject to the conditions of a permit known as a trading platform in accordance with the Swedish (2007:528) Securities Markets Act. As regards shares which are listed on NASDAQ OMX First North, there are no rules pertaining to the tender offer. Peab will still, however, to implement in all significant respects the rules that are applicable in an equivalent situation with regard to shares that are listed on regulated markets (such as NASDAQ OMX Nordic), which includes the Swedish Act on (2006:451) Public Takeover Bids and NASDAQ OMX Stockholm's rules regarding public tender offers in the stock market (“Takeover Rules”) and statements issued by the Stock Market Council regarding the interpretation and application of the Takeover Rules (including, where applicable, previous announcements regarding interpretation of the Swedish Industry and Commerce Stock Exchange Committee’s rules on public share acquisitions).
Disputes concerning, or arising as a consequence of, the Offer shall be determined by Swedish courts exclusively, whereupon the Stockholm District Court shall be the court of first instance.
The Offer will not be extended, either directly or indirectly, by post or any other form of communication (which naturally also includes fax, e-mail, telex, telephone or the internet) to the United States of America, Australia, Canada, Japan, South Africa or in/to any other country where the Offer requires other measures to be taken in addition to those required by Swedish law. The Offer cannot be accepted in any similar manner or through any such form of communication in or from the aforementioned countries. Consequently no prospectus, supplementary prospectus, application form, or other documentation regarding the Offer will be sent or in any other way provided in or to the United States of America, Australia, Canada, Japan or South Africa and may not be distributed in a similar manner. Peab will not be providing any form of settlement for the Offer to United States of America, Australia, Canada, Japan or South Africa.

Advisors
Swedbank Corporate Finance is financial advisor and Advokatfirman Glimstedt is legal advisor to Peab in connection with the Offer.

For additional information, please contact:
Jan Johansson, COO, Deputy MD Peab +46 431 89000
Jesper Göransson, CFO, Deputy MD Peab +46 733 371013
Gösta Sjöström, CIO Peab +46 733 371010

Peab AB discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act.

The information was submitted for publication at 8.00 a.m p.m. on 17 April 2009.
Previous press releases from Peab are available at www.peab.com