SCANDIC HOTELS LAUNCHES PUBLIC OFFER FOR ALL OUTSTANDING SHARES IN PROVOBIS

SCANDIC HOTELS LAUNCHES PUBLIC OFFER FOR ALL OUTSTANDING SHARES IN PROVOBIS The board of directors of Scandic Hotels AB (publ) ("Scandic Hotels") has today decided to make a tender offer to the shareholders of Provobis Hotel & Restauranger AB (publ) ("Provobis") to acquire all outstanding shares in Provobis (the "Offer"). The four largest shareholders of Provobis, Rolf Lundström with related parties, Svolder AB, Johan Rapp with related parties and Investment AB Janus, and the board of directors of Provobis have declared that they are in favour of the Offer and of Scandic Hotels as the future owner of Provobis' hotel business. The shareholders above have further committed themselves to tender all shares held in Provobis in connection with the Offer. Together, these shareholders hold 600,000 series A shares and 11,237,000 series B shares, which together represent 68.9 percent of the number of votes and 60.3 percent of the number of shares in the company. Today, Scandic Hotels holds no shares in Provobis. "The growing demand that Scandic has experienced over the last few years has resulted in a shortage of city capacity in a number of major locations. The acquisition of Provobis represents an addition of prime hotels in cities such as Stockholm, Gothenburg, Malmö and Umeå among other places", says Roland Nilsson, President & CEO of Scandic Hotels. "It is also important for us to strengthen our position in our home market in view of the consolidation of the European hotel industry, where the large international hotel chains are strengthening their positions. After the acquisition of Provobis, Scandic will have approximately 15 percent of the total hotel capacity in Sweden." The Offer For series A shares in Provobis, each share carrying 10 voting rights, Scandic Hotels offers either SEK 37.00 in cash for each such share, or for each multiple of ten series A shares in Provobis three newly issued shares in Scandic Hotels. For series B shares in Provobis, Scandic Hotels offers either SEK 31.00 in cash for each such share, or for each multiple of ten series B shares in Provobis three newly issued shares in Scandic Hotels. No commission will be charged. Value of the Offer The series B shares in Provobis are quoted on the O-list and shares in Scandic Hotels are quoted on the A-list of the OM Stockholm Exchange. The series A shares in Provobis are not quoted. The closing price prior to the announcement of the Offer was SEK 20.00 per share in Provobis and SEK 100.00 per share in Scandic Hotels. By reference to these prices, the Offer represents a premium of 55 percent per series B share in the cash alternative and 50 percent in the share alternative. The average of the closing prices during the period 29 March - 11 April 2000, the last ten trading days, was SEK 19.00 per share in Provobis and 100.70 per share in Scandic Hotels. By reference to these prices, the Offer represents a premium of 63 percent per series B share in the cash alternative and 59 percent in the share alternative. If all 19 620 000 shares in Provobis are tendered in the Offer, the aggregate value of the shares in the Offer amounts to approximately SEK 612 million in the cash alternative and SEK 589 million in the share alternative, based on the last closing price for the Scandic Hotels shares prior to the announcement of the Offer. Conditions for the implementation of the Offer The Offer is conditional upon: * that prior to the Offer being declared unconditional, the acquisition will not be rendered wholly or partly impossible or significantly impeded, in the judgement of Scandic Hotels, as a result of legislation, regulation, a decision by court or any public authority or a comparable measure in Sweden or in any other jurisdiction, which exists or may reasonably be anticipated, or as a result of other circumstances beyond the control of Scandic Hotels; and * that an extraordinary general meeting of shareholders in Scandic Hotels decides on such a directed new issue that may be required for the implementation of the Offer. Background and motive for the Offer It is the opinion of Scandic Hotels that the transaction is advantageous to both Scandic Hotels' current Nordic operations and to the newly acquired hotels, which will be incorporated in the Scandic chain. The market position and profitability of the acquired hotels is strengthened through inter alia Scandic Hotels' strong marketing programmes, sales and booking systems and alliances. In addition, increased economies of scale will be achieved within areas such as marketing, purchasing, information technology and competence development. Scandic Hotels also envisages the possibility of further increases in productivity in the acquired business. Financial effects for Scandic Hotels The acquisition is expected to give rise to amortisation of goodwill and certain restructuring costs. As expected synergies and cost savings are realised, the acquisition is expected to make a positive contribution to earnings per share in 2001 and thereafter. It is intended that the acquisition of shares in Provobis will be financed both through increased debt financing and through a new issue of shares. The effect on Scandic Hotels' financial position will be a function of as to what extent the cash and the share alternatives are accepted, respectively. However, the Offer is not expected to have any significant effect on Scandic Hotels' equity ratio. The number of outstanding shares in Scandic Hotels before the Offer amounts to approximately 63.8 million. As a consequence of the acquisition of Provobis, a maximum of approximately 5.9 million newly issued shares may be added, assuming full subscription to the share alternative of the Offer. In total, following the acquisition, the number of shares in Scandic Hotels will amount to a maximum of approximately 69.6 million. The board of directors has been authorised by the annual general meeting of shareholders to repurchase Scandic Hotels shares. This measure, in conjunction with the acquisition, will create the necessary means to make adjustments to the capital structure of Scandic Hotels. The proposed dividend for 1999 of SEK 0.50 per share in Provobis will accrue to the current shareholders in Provobis. Time table, etc. An extraordinary general meeting of shareholders in Scandic Hotels is expected to be held on or around 15 May 2000 to decide on a directed new issue of shares in connection with the Offer. A prospectus for the Offer will be distributed to directly registered shareholders in Provobis on or around 8 May 2000 and the acceptance period is planned for 10 - 31 May 2000. Provided that the Offer is implemented, settlement is expected to take place within two week after the end of the acceptance period. Stockholm 12 April 2000 Scandic Hotels AB (publ) The Board of Directors For further information, please contact: Roland Nilsson, President & CEO, @ +46 (0)8 517 352 00 Fredrik Sandelin, Executive Vice President & CFO, @ +46 (0)8 517 351 21 Gunnar Brandberg, Vice President Marketing & Investor Relations, @ +46 (0)8 517 352 12 or +46 (0)709 735 212 Scandic Hotels Scandic Hotels AB is the largest hotel company in the Nordic region, with 133 hotels in 10 countries. During 1999, Scandic Hotels had revenues of SEK 5 320 million. Scandic Hotels' strategy is to be a dedicated hotel operator. Its business mission is "to offer many people the highest value for money when staying in its hotels, during work and leisure." Provobis The Provobis Group currently operates 16 first-class hotels in Sweden, mainly in city locations. During 1999, Provobis had revenues of SEK 877 million. Scandic Hotels AB (publ) Box 6197, SE-102 33 Stockholm, Sweden Tel: +46 (0)8 517 350 00, Fax: +46 (0)8 517 352 80 E-mail: info@scandic-hotels.com, Internet: www.scandic-hotels.com Org. no.: 556299-1009 ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/04/12/20000412BIT00170/bit0001.doc http://www.bit.se/bitonline/2000/04/12/20000412BIT00170/bit0002.pdf