Adera acquires companies from Bonnier

Adera acquires companies from Bonnier * Adera has signed an agreement with Bonnier Affärsinformation (Bonnier Business Information) concerning the acquisition of Cartesia Informationsteknik and Teknik i Media, of which Bonnier is the principal owner * The acquisitions will form the basis of a new corporate group comprising wholly owned IT companies with healthy growth potential in selected sectors and technologies * The Nordic region will be the primary market. The new group aims to become one of the leading market players in its chosen sectors and technologies * The new group has approximately 200 employees, as well as pro- forma net sales of SEK 148 million for the period January - September 2002 and a profit after net financial income/expenses of SEK 8.7 million Adera AB (publ) (Adera or the Company) has signed an agreement with Bonnier Affärsinformation AB (BAF), in its capacity as representative of the principal owner of Cartesia Informationsteknik AB (publ) (Cartesia) and Teknik i Media AB (TIM). The agreement concerns a public offer to the shareholders and holders of 2002:2004 convertible loans in Cartesia, as well as an offer to acquire TIM. Cartesia, which is listed on the NGM list, is a leader in the field of geographic information systems (GIS). During the first nine months of the year, the company had net sales of SEK 35.4 million, an increase of 5 % for comparable units compared with the corresponding period the previous year. The result after net financial income/expenses also increased to - SEK 0.1 million, compared with -SEK 6.2 million in 2001. BAF holds 27.2 % of the outstanding shares in Cartesia and 69.3 % of the 2002:2004 convertible loans. Teknik i Media is a leader in the field of IT solutions for media companies. In 2001, the company had net sales of SEK 149 million and a profit after net financial income/expenses of SEK 15.4 million. During the first nine months of this year, TIM had net sales of SEK113 million and a profit after net financial income/expenses of SEK 10.3 million. BAF holds 53 % of the outstanding shares in TIM. The remaining shares are owned equally by the company's three founders. BAF has stated its intention of accepting the terms and conditions specified in both offers and of encouraging other shareholders to accept the proposed offers. BAF's acceptance presupposes that exemption from the obligation to make a public offer for the outstanding shares in Adera will be granted by Aktiemarknadsnämnden (the Stock Market Board). In the event of full participation in both offers, the total number of outstanding shares in Adera AB will increase by a maximum of 746,858,882 shares, of which a maximum of 138,000,035 will be class A shares with 10 votes per share. Adera does not currently own any shares in TIM or Cartesia. Bonnier does not currently own any shares in Adera. In the event of full participation in both offers, BAF will represent an ownership of 45.6 % of the share capital in Adera. Summary of the public offer to the shareholders and the holders of 2002:2004 convertible loans in Cartesia Informationsteknik AB (publ) Adera is offering: * class A shareholders in Cartesia five (5) newly issued class A shares or five (5) newly issued class B shares in Adera at a nominal price of SEK 0.12 per share for each class A share held in Cartesia, * class B shareholders in Cartesia five (5) newly issued class B shares in Adera at a nominal price of SEK 0.12 per share for each class B share held in Cartesia and * holders of 2002:2004 convertible loans five (5) newly issued class B shares per SEK 0.70 of the nominal value of the 2002:2004 convertible loans. The 2002:2004 convertible loans total SEK 9,301,348 and have a conversion price of SEK 0.70 per share in Cartesia. The holders of 2002:2002 convertible loans may be allocated a maximum of 13,287,640 newly issued class B shares. In the event of full participation in the offer, Adera will issue a maximum of 288,195,262 shares at a nominal price of SEK 0.12 per share, of which a maximum of 15,000,000 class A shares, to the shareholders of Cartesia and the holders of 2002:2004 convertible loans. Following the completion of the new share issue to the shareholders of Teknik i Media and Cartesia, the present shareholders of Cartesia will, in the event of full participation in the offers, own 37.7 % of the outstanding shares in Adera. The offer presupposes: * the adoption at an extraordinary general meeting of the shareholders of Adera of a resolution authorising the Board of Directors to submit a public offer to the shareholders of Cartesia, and * the acceptance of the offer by shareholders and holders of 2002:2004 convertible loans representing more than 50 % of the share capital in Cartesia, including the participating interest resulting from the utilisation of the convertible loan. It is estimated that a prospectus detailing the public offer to the shareholders of Cartesia and the holders of 2002:2004 convertible loans will be published on 17 February 2003. BAF, representing shares corresponding to 27.2 % of the share capital in Cartesia and 69.3 % of the 2002:2004 convertible loans, has stated its intention of accepting the offer. BAF's acceptance presupposes that exemption from the obligation to make a public offer for the outstanding shares in Adera will be granted by Aktiemarknadsnämnden (the Stock Market Board). Summary of the offer to the shareholders of Teknik i Media AB Adera is offering the shareholders of TIM a maximum of 458,663,620 newly issued shares in Adera at a nominal price of SEK 0.12 per share, of which a maximum of 123,000,035 class A shares, in exchange for 100 % of the outstanding shares in TIM. This offer presupposes: * the adoption at an extraordinary general meeting of the shareholders of Adera of a resolution authorising the Board of Directors to acquire TIM, and * the acceptance of the offer by shareholders representing at least 70 % of the share capital in TIM. BAF, which representing shares corresponding to 53 % of the share capital in TIM, has stated its intention of accepting the offer. BAF's acceptance presupposes that exemption from the obligation to make a public offer for the outstanding shares in Adera will be granted by Aktiemarknadsnämnden (the Stock Market Board). Valuation of Adera The Boards of Directors of Adera and BAF have decided to apply a valuation of the companies that results in an agreed exchange ratio for the number of shares. This has entailed a valuation of SEK 0.12 per share for Adera. This valuation coincides with the share's nominal value and marginally exceeds the net worth per share of SEK 0.11. The net worth is based on the balance sheet on 30 September 2002. The Adera share traded at SEK 0.37 on Tuesday, 19 November. During the period 1 October-19 November, the share traded at prices ranging from SEK 0.21-SEK 0.60. According to the Board of Directors of Adera, this deviation from its current share price is due to the fact that the Adera Group has wound up its operative activities, that the deal is conditional on the exchange ratio agreed upon by the parties, and that the only alternative to the proposed acquisitions is to put Adera into liquidation. Estimates show that a liquidation would result in a distribution to shareholders that would be substantially lower than the current net worth. The company's current share price is therefore not considered to be a suitable tool for the valuation of Adera for this deal. Motives Following the completion of the acquisitions, the company will operate under a new name. It will have approximately 200 employees and pro-forma net sales of SEK 148 million, a figure based on the income statements of Cartesia and Teknik i Media for the period January-September 2002. The company will be organised as a corporate group with a long-term, 100% ownership in a limited number of IT companies that operate in sertain sectors and technologies. The Nordic region will be the primary market for the new corporate group. The company aims to become one of the leading players within its chosen sectors and technologies in the Nordic market. The company will strive to attain a well-balanced mix of consultant income from applications development, operational and management assignments and licence income from its own software products or those for which it has licences. The intention is for the company to be organised and managed according to principles similar to those at BAF. Among other things, this will entail a focus on profitability, a small group management and strong, operatively independent management teams at its subsidiaries. BAF is one of Europe's largest information owners in the field of digital business information, with operations in 18 countries and around 1,700 employees. During the period January-August 2002, BAF had net sales of SEK 1,217 million and an operating profit of SEK 37 million. The process of identifying new operations for Adera has included discussions concerning the acquisition of a number of companies of varying size and business focus. "The acquisitions currently proposed are as close to 100% of our goal as we can get. The companies are well run, they have an interesting future and their finances are very healthy," says Torbjörn Lindh, President and CEO of Adera. It should be noted that the offers are not dependent on each other, which is why the above motives also include the possibility of only one of the offers achieving satisfactory acceptance. Cartesia Informationsteknik AB (publ) in brief Cartesia is a leading company within the field of geographic information systems and positioning systems. Its customer offering is based on its collective competence within geographic positioning systems (GPS), geographic information systems (GIS), database technology and wireless distribution. The operations break down into six product areas: * Social GIS - Aimed primarily at the public sector, this area includes systems that enhance the efficiency of the operation and development of water supply and sewage system networks in municipalities. * Forestry - A leading concept for the management of woodlands via a geographic information system (GIS). * Positioning - Among other things, this area offers a GPS system for the civil engineering sector, positioning solutions and mobile communication solutions. * Data gathering - Among other things, this area offers a system for GPS precision measurements, video streaming and real-time data gathering. * Easy-Mapper - A system that can be used to assist retail trade activities in choosing store locations and help sales staff to plan sales initiatives and marketing. * Business information - Among other things, this area offers geographic market analyses for market organisations, address information and geo-coding. The company was founded in 1995 and has 53 employees, mainly in Sweden. Since 1999, Cartesia has been listed on NGM, previously known in Swedish as "SBI:s innovationslista" (innovation list). The last price paid for the Cartesia share was SEK 0.90. The company's net sales and result after net financial income/expenses for 2001 were SEK 56.8 million and -SEK 11.8 million respectively. Net sales for the first nine months of the year totalled SEK 35.4 million (SEK 39.7 million for the corresponding period in 2001). For comparable units, however, the company increased its net sales by 5 % from SEK 33.7 million. The result after net financial income/expenses was -SEK 0.1 million (-SEK 6.2 m). During the period, Cartesia won a number of major orders from municipalities, the National Land Survey of Sweden, Telenor and Saab Training Systems, among others. Cartesia has undergone rapid growth over the last five years, both organically and via acquisitions. Problems in some of these acquired companies resulted in losses during 2000 and 2001, mainly due to goodwill write-downs. For more information about Cartesia, please see the company's web site, www.cartesia.se. Teknik i Media AB in brief Teknik i Media is a leading market player in the field of IT solutions for media production companies. The company has three business areas: * Consulting & Training, which is focused on efficient production. * Development & Production - development of in-house and other software. * Operation, support & maintenance, from web hotels to the operation of entire IT departments. TIM was founded in 1995 and has 147 employees at offices in Malmö, Helsingborg and Stockholm. The company's merger with DN's IT department at the beginning of 2000 resulted in a new principal owner, Bonnier Interaktiv AB (a subsidiary of BAF), a major outsourcing agreement and some eighty new employees. Operation, support and maintenance currently account for approximately 75-80 % of the turnover, which came to SEK 149 million last year. Teknik i Media has a large number of customers, mainly within the newspaper industry, although a few of these account for most of its volume. DN, with which TIM has several ongoing agreements, has accounted for around 80 % of the turnover so far during the current year. The biggest agreement, which covers the outsourcing of all IT operation at DN, was extended by three years last spring. Other major customers include Sydsvenska Dagbladet and LRF Media. The Swedish newspaper industry is undergoing a transformation, and certain areas such as IT operation and development are being outsourced to sub-contractors. It is the opinion of the management that a great deal of work still remains to be done in the Swedish media industry. The company is also investigating the opportunity of setting up operations in Denmark. In financial terms, Teknik i Media is healthy, posting a profit last year of SEK 15.4 million after net financial income/expenses. The trend for the first nine months of this year is in line with the same period for the previous year, with turnover of SEK 113 million and a profit after net financial income/expenses of SEK 10.3 million. Many of the assignments involve the outsourcing of entire IT departments, and the agreements therefore run for periods of two to three years. For more information about Teknik i Media, please see the company's web site, www.tim.se. Financial effects A pro-forma income statement based on the unaudited income statements of Teknik i Media AB and Cartesia AB for the period January-September 2002 is presented below, as well as an estimate of Group-wide costs (g.w.c.). The pro-forma figures are based on full participation in the offers. Amortisation of goodwill for the proposed acquisitions has not been taken into account in the pro-forma income statement below. Adera's figures for the current period have not been included in the pro- forma income statement due to the fact that the operations were in the process of being wound up during the year and because costs since May 2002 have mainly consisted of remuneration to remaining management and ongoing administration. The aim of the pro-forma statement below is to present an overview of the resultant corporate group if the acquisitions are carried out as planned. The information memorandum that is due to be published on 10 December will include a comprehensive pro-forma statement. Adera's income statement for the period January-September 2002 is available on the company's web site, www.aderagroup.com Pro forma income statement for the period January-September 2002 sek million TIM g.w.c. Pro forma Cartesia Turnover 35.4 113.0 148.4 Operating expenses -33.8 -100.7 -1.5 -136 Depreciation -1.4 -2.3 -3.7 Profit after depreciation 0.2 10 -1.5 8.7 Net financial income/expenses -0.2 0.3 0.1 Result after net financial -0.1 10.3 -1.5 8.7 inc./exp. A number of Bonnier companies account for 68 % of the pro-forma turnover, which total SEK 148.4 million. Liquid assets on 30 September 2002 came to SEK 25 million, including Adera's liquid assets on the same date. Shares, dilution effects and pro-forma ownership structure In the event of full participation in both offers, Adera will issue a maximum of 746,858,882 shares, of which a maximum of 138,000,035 class A shares with 10 votes per share. The total number of outstanding shares and votes after the issues, assuming full participation in both offers and assuming that the maximum number of class A shares is issued, will be 765,224,508 and 2,010,147,213, respectively The proportion of share capital and votes held by Adera's current shareholders will, assuming full participation in both offers and assuming that the maximum number of class A shares is issued, be 2.4 % and 1.06 %, respectively. The dilution of share capital will therefore be 97.6 %, while the dilution of votes will be 98.94 %. Adera's preliminary ownership structure following the acquisitions of Cartesia and Teknik i Media is shown below. This assumes both full participation in both offers and that the maximum number of class A shares is issued. Owner Number of Number of Total Proportion Share class A class B number of of equity of shares shares shares voting power Bonnier 131 750 217 179 348 929 45.60% 76.35% 035 542 577 Other Cartesia 6 250 000 176 107 182 357 23.83% 11.87% owners 405 405 Mats Åkesson 71 857 300 71 857 300 9.39% 3.57% Staffan 71 857 300 71 857 300 9.39% 3.57% Johansson Magnus Fredlund 71 857 300 71 857 300 9.39% 3.57% Adera's current 324 710 18 040 916 18 365 626 2.40% 1.06% shareholders Total 138 324 626 899 765 224 100% 100% 745 763 508 Preliminary time schedule As a result of the offers mentioned above, Adera will be holding an extraordinary general meeting of shareholders on 20 December. In addition to passing a resolution concerning the above proposals, the meeting will also be electing a new Board of Directors and making a decision regarding a change to the company's articles of association. The latter two decisions will come into force when the first acquisition is completed. An invitation to attend the extraordinary general meeting of shareholders will be sent out at the same time as this press release. The meeting will also be announced in the Swedish Official Gazette and Svenska Dagbladet on Friday, 22 November. An information memorandum including a detailed description of the proposed offers and a description of the operations and finances of both Cartesia and Teknik i Media is expected to be available on Adera's web site on 10 December 2002. A prospectus detailing the public offer to the shareholders of Cartesia is expected to be published on 17 February 2003. It is anticipated that the subscription period will begin in connection with the publication of the prospectus and run for three weeks. Adera reserves the right to extend the subscription period and to postpone the time for settlement until a later date. For further information, please contact Torbjörn Lindh, President and CEO, Adera AB, tel. +46 709 27 30 85 Adera AB's web site: www.aderagroup.com Lars Save, CEO, Bonnier Affärsinformation AB, tel.+46 8 736 59 34 BAF's web site: www.baf.bonnier.se ------------------------------------------------------------ Denna information skickades av Waymaker http://www.waymaker.se Följande filer finns att ladda ned: http://www.waymaker.net/bitonline/2002/11/22/20021122BIT00990/wkr0001.doc http://www.waymaker.net/bitonline/2002/11/22/20021122BIT00990/wkr0002.pdf