Statement by the Board of Directors of Sanitec in relation to Geberit’s public takeover offer

Statement by the Board of Directors of Sanitec in relation to Geberit’s public takeover offer, including disclosure of certain Q3 2014 information

Background

This statement is made by the Board of Directors of Sanitec Corporation (“Sanitec” or the “Company”) pursuant to Chapter 11, Section 13 of the Finnish Securities Markets Act (746/2012, as amended) as well as section II.19 of The Rules concerning Takeover Bids on the Stock Market adopted by NASDAQ Stockholm (the “Swedish Takeover Rules”).

Geberit Aktiengesellschaft (1) (“Geberit”) has today, through a press release, announced a public offer to the shareholders of Sanitec to transfer all of their shares in Sanitec to Geberit for a consideration of SEK 97 in cash per share in Sanitec (the “Offer”).

The total value of the Offer (2) amounts to SEK 9,700 million. The price of the Offer represents a premium of:

• 54.6 per cent for the Sanitec share compared to the closing price on 13 October 2014, being the last trading day prior to the announcement, of SEK 62.75;
• 41.9 per cent for the Sanitec share compared to the volume-weighted average share price over the 30 calendar days ending on 13 October 2014 of SEK 68.37; and
• 29.4 per cent for the Sanitec share compared to the volume-weighted average share price over the 3 months ending on 13 October 2014 of SEK 74.99.

The acceptance period for the Offer is expected to run from and including 17 November 2014 to and including 22 December 2014. The Offer is conditional upon, among other things, that it is accepted to the extent that Geberit becomes the owner to more than 90 per cent of the total number of shares and votes (3) in Sanitec and receipt of necessary regulatory approvals. 

The Board of Directors of Sanitec has, upon request by Geberit, allowed Geberit to conduct a limited confirmatory due diligence investigation in connection with the preparations for the Offer and Geberit has in connection therewith also met Sanitec’s management. Geberit has in connection with such due diligence received the following limited information regarding the Q3 2014 report (the Q3 2014 report will be published in its entirety on 24 October 2014):

Key figures for the Group

Organic sales growth by region (6)

Apart from the above, Geberit has not received any non-public price-sensitive information in the due diligence investigation.

Geberit has as a condition precedent for the announcement of the Offer requested that Sofia IV S.à.r.l., indirectly owned by EQT IV, and Zeres Capital Partners, jointly representing 25.5 per cent of the shares and votes (7) in Sanitec, shall undertake to accept the Offer.

Caspar Callerström, who is a Partner at EQT Partners AB, Joakim Rubin, who is a founding partner of Zeres Capital Partners, and Johan Bygge, who is Chief Operating Officer in EQT Holdings AB, are members of the Board of Directors of Sanitec and have, due to such potential undertakings, not participated in preparing and deciding upon the statement of the Board of Directors in relation to the Offer.

For further information regarding the Offer, please refer to Geberit’s press release which was made public today, www.geberit.com.

The Board of Directors’ Recommendation

The Board of Directors’ opinion of the Offer is based on a joint assessment of a number of factors that the Board of Directors has considered relevant in relation to the evaluation of the Offer. These factors include, but are not limited to, the Company’s present position, the expected future development of the Company and thereto related possibilities and risks.  

In its evaluation of the Offer, the Board of Directors concludes that it entails a premium compared to the closing price on 13 October 2014 as well as the volume-weighted average share price over the 30 calendar days, and over the 3 months, ending on 13 October 2014 (as stated above).

Under the applicable provisions of the Finnish Securities Markets Act and the Swedish Takeover Rules, the Board of Directors shall also, based on what Geberit has expressed in the draft offer documents, present its views on the impact the completion of the Offer may have on Sanitec, especially employment, and its views on Geberit’s strategic plans for Sanitec and the impact these could be expected to have on employment and on Sanitec’s business locations. The Board of Directors notes that in the draft offer documents, Geberit states that Geberit is excited about the prospect of working together with Sanitec’s professional and knowledgeable staff and expects to extract significant benefits from the combination of the two companies for all stakeholders. Furthermore, Geberit states that Geberit intends to integrate Sanitec with Geberit’s business and it is expected that this will have a limited effect on the employment relationships at Sanitec. Based on the above, the Board of Directors does not expect any material impact by completion of the Offer for the employment relationships in Sanitec or on Sanitec’s business locations.

The Board of Directors has obtained a fairness opinion from UBS regarding the fairness of the consideration of the Offer for shareholders of Sanitec, from a financial point of view. According to the fairness opinion, which is attached to this press release, it is UBS’s opinion, with the preconditions, assumptions and disclaimers stated in the opinion, that the Offer is fair for Sanitec’s shareholders, from a financial point of view.

“The industrial logic for this is compelling. With a unique complementary offering for inhouse water and sanitary management, Geberit and Sanitec will create an unrivalled European player, both in front and behind the wall. Together we will have the strongest go-to-market organisation with leading brands for both B2B and B2C, and a solid platform for continued expansion options both geographically and product wise,” says Peter Nilsson, President and CEO Sanitec.

Based on the above, the Board of Directors (8) unanimously recommends Sanitec’s shareholders to accept Geberit’s Offer of SEK 97 per share in the Company.

In matters related to the Offer, Sanitec will comply with applicable Finnish law and Swedish law and with the Swedish Takeover Rules. As Sanitec will comply with the Swedish Takeover Rules in relation to the Offer, Sanitec has not in addition committed to comply with the Helsinki Takeover Code, referred to in Chapter 11, Section 28 of the Finnish Securities Markets Act.

Stockholm, 14 October 2014
Sanitec Corporation
The Board of Directors

Advisers

UBS is sole financial adviser and Hannes Snellman Attorneys is legal adviser to Sanitec (as to Swedish and Finnish law).

For additional information, please contact:

Fredrik Cappelen, Chairman of the Board, Sanitec, tel. +46 70 567 0800
Niklas Alm, Head of Investor Relations, ir@sanitec.com, tel. +46 76 855 7836

About Sanitec – “Home of the Bathroom”

Sanitec is the leader in bathroom ceramics in Europe. We have a unique portfolio of some of the most well-known brands with deep roots in the European fixtures markets, strategically positioned to address local markets. We care passionately about people’s needs when it comes to complete bathroom concepts, providing products that stand for guaranteed quality, high level of innovation and attractive design. Stable relationships with key stakeholders in the value chain and our unique brand strengths foster our leading position as well as the loyalty and trust amongst our customers, our network of installers and the end users of our products.

Sanitec operates an integrated European group with an unparalleled local presence to provide the best value when it comes to bathroom products. In 2013 net sales amounted to EUR 702 million. Our production network includes 18 production facilities throughout Europe and currently Sanitec employs approximately 6,200 people. Our head office is located in Helsinki, Finland. The shares in Sanitec Corporation are traded on NASDAQ Stockholm under the symbol “SNTC”.

For more information about Sanitec, please visit www.sanitec.com.

(1) The Offer may be completed through a, directly or indirectly, wholly owned subsidiary of Geberit AG.
(2) Based on 100,000,000 outstanding shares, including the 190,000 treasury shares held by the Company.
(3) Excluding the 190,000 treasury shares held by the Company.
(4) Calculated in comparable legal structure and constant currency, i.e. organic change.
(5) EBIT level, includes an impairment of €2.5m in Q3 2013 which does not affect adjusted EBIT or EBITDA.
(6) Excludes Rest of World sales of approximately 3%.
(7) Based on 100,000,000 outstanding shares, including the 190,000 treasury shares held by the Company
(8) Caspar Callerström, who is a Partner at EQT Partners AB, Joakim Rubin, who is a founding partner of Zeres Capital Partners, and Johan Bygge, who is Chief Operating Officer in EQT Holdings AB, are members of the Board of Directors of Sanitec and have, due to the above described potential undertakings, not participated in preparing and deciding upon the statement of the Board of Directors in relation to the Offer.

The information in this press release shall be released by Sanitec in accordance with the Swedish and Finnish securities markets law. The information was handed in for publication on 14 October 2014 at 07:00 CET/ 08:00 CET.