Recommendation from the Independent Committee of the Scania Board of Directors
Based on the long-term prospects of Scania, its growth outlook, technological excellence and the synergy potential, the Committee believes the Offer does not reflect the long-term fundamental value of Scania and a fair share of the expected synergy potential and recommends to Scania’s shareholders not to tender their shares.
The Independent Committee of the Scania Board of Directors has today announced its recommendation, following the public offer from Volkswagen Group announced on 21 February 2014 and the publication of the Offer Document on 14 March 2014. This is a summary of the full recommendation that follows.
• Having reviewed Scania's growth strategy in the current shareholding structure, as initially set out at the Capital Markets Day in September 2013, and benchmarked it against reputable third party truck volume forecasts, the Committee is of the view that the assumptions underlying the long-term company business plan represent the best possible view of Scania's fundamental value.
• Based on the long-term prospects of Scania, its growth outlook, technological excellence and the synergy potential, the Committee believes the Offer does not reflect the long-term fundamental value of Scania and a fair share of the expected synergy potential and recommends to Scania’s shareholders not to tender their shares.
• Committee member Peter Abele has in a special statement put emphasis on the considerations that needs to be made by short and long term investors respectively.
• In arriving at its recommendation the Committee has taken into account the underlying valuations and the Opinions rendered by Deutsche Bank AG (London) and Morgan Stanley & Co. International plc.
“Scania is a world-leader in its industry and the Committee has strong faith in the business plan set out by the company. Our assessment is that the current offer does not reflect the long-term value of the company and a fair share of the synergies”, says Åsa Thunman, Chairman of the Independent Committee.
The Committee consists of Åsa Thunman (Chairman of the Committee), Peter Wallenberg Jr, Peter Abele, Johan Järvklo and Håkan Thurfjell.
For the complete recommendation from the Independent Committee and the underlying valuations and the Opinions rendered by Deutsche Bank AG (London) and Morgan Stanley & Co. International plc., please see the enclosed files. These documents are also available at www.scania.com/ir
A press conference with the Committee will be held at Moderna Museet, Skeppsholmen, Stockholm on 18 March at 10 am CET. The press conference can also be followed through a webcast and on telephone. Use the following address for the webcast: http://scania-pressconference140318.creo.tv
Live audiocast:
Sweden: +46851999355
UK: +442076602081
USA: +18557161592
Åsa Thunman (Chairman of the Committee), Peter Wallenberg Jr, Johan Järvklo and Håkan Thurfjell will be present. Peter Abele is not able to travel for health reasons but can be contacted through the Committee’s media contact.
For further information, please contact the Committee’s media contact at +46-729 299 450
The information set out in this press release is announced in accordance with the Swedish Securities Market Act. The information was submitted for publication on March 18, 2014, 07.00 CET.
This announcement contains forward-looking statements that reflect management's current views with respect to certain future events and potential financial performance. Such forward-looking statements involve risks and uncertainties that could significantly alter potential results. These statements are based on certain assumptions, including assumptions related to general economic and financial conditions in the company's markets and the level of demand for the company's products. This announcement does not imply that the company has undertaken to revise these forward-looking statements, beyond what is required under the company's registration contract with the Stockholm Stock Exchange, if and when circumstances arise that will lead to changes compared to the date when these statements were issued.
Scania is one of the world’s leading manufacturers of trucks and buses for heavy transport applications, and of industrial and marine engines. Service-related products account for a growing proportion of the company’s operations, assuring Scania customers of cost-effective transport solutions and maximum uptime Scania also offers financial services. Employing some 41,000 people, the company operates in about 100 countries. Research and development activities are concentrated in Sweden, while production takes place in Europe and South America, with facilities for global interchange of both components and complete vehicles. In 2013, net sales totalled SEK 86.8 billion and net income amounted to SEK 6.2 billion. Scania press releases are available on www.scania.com
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