JCE Group’s bid for Semcon
The Board of the JCE Group AB announced its intention to make a hostile bid for all the outstanding shares in Semcon AB (publ) on 2 October 2006. Semcon’s Board has noted that an offer document describing the offer to Semcon’s shareholders was published on 26 October 2006 and that the acceptance period runs from 30 October 2006 to 21 November 2006.
Semcon intends to follow the relevant regulations and what is considered to be good stock market
practice. Semcon’s Board considers it has just cause to remind shareholders and other interested
parties that it will express its recommendation to Semcon’s shareholders concerning the offer on or around 14 November 2006, i.e. within a reasonable time before the acceptance period expires.
The Board’s recommendation will include its opinion about the offer and its reasons. The Board
acts on behalf of all shareholders. The Board’s recommendation will therefore be preceded by an
evaluation of the offer. The work with the evaluation is underway and the Board has engaged
Lenner & Partners to act as financial advisors for the evaluation.
As the Board reported in a press release on 2 October 2006, JCE’s offer of SEK 65 per share is
equivalent to a premium of just 13 per cent compared to the latest trading in the company’s shares, prior to the publication of the offer. In addition, the Board, in the above press release, stated that it is their opinion that the recent changes to Semcon’s management can have meant a temporary withholding effect on the value of the company’s shares. When the markets closed on 27 October 2006 shares were being traded at SEK 66.5 compared to JCE’s offer of SEK 65 per share.
Following JCE’s offer being made public Semcon’s Board has been contacted by further interested
parties. If current discussions provide reasonable grounds to suppose that a counter bid will be
submitted then Semcon will inform the stock exchange in accordance with the applicable regulations.
Semcon’s Board will submit its recommendation according to the above on or around 14 November 2006.