Statement regarding JCE’s offer for Semcon

On 5 March 2009, JCE publically announced that following the acquisition of 115,583 Semcon shares the company had a 30 per cent share of the voting rights and capital, and thereby had passed the mandatory offer level. JCE therefore offered to pay SEK 14 in cash for every Semcon share. The offer document also describes other conditions. The registration period for the offer will end according to the applicable schedule on 24 April 2009.

According to takeover regulations, Semcon’s board must give its opinion about the offer.

Statement from Semcon’s board
The 2007 and 2008 financial years for Semcon have been characterized by a strong transformation with a refining and internationalization of the business with the objective of becoming a global technology partner in areas of product development and technical information. It is the board’s view that Semcon is well positioned in a world of increasing technical developments and high demands for expertise and flexibility. The results for 2008 are considered to be good, despite being hit by one-off costs. The automotive industry’s share of Semcon’s sales fell in 2008 and we’re seeing a greater share of energy and environmental-related services for the future.
The global financial crisis and major downturn in the economy is however being clearly seen by Semcon’s customers and led to decisions about further cut-backs at the start of 2009. There is extreme uncertainty over the short-term and further realignment cannot be ruled out. The board has been informed that JCE has no intention of changing Semcon’s current business or strategic alignment.

JCE’s offer of SEK 14 per share in cash has been made with regard to the mandatory offer regulations following a limited acquisition of further shares and has been set at the lowest possible level that the regulations permit. It can be presumed that the offer is not a reflection of what the bidder actually thinks the company is worth. The offer has hardly been made with the intention of acquiring the entire company, but rather, in accordance with the mandatory offer regulations, to give every shareholder an opportunity to sell at the highest price paid by JCE over a certain period, which in this case in practice is equivalent to the current market rate. The price doesn’t reflect what should currently be a reasonable market price for the entire company. Because of these reasons the board advises shareholders against accepting the offer. The exceptional major market turbulence means however that each shareholder must make up their own minds about the continuing recession trend and thereby how the value of the company’s shares will develop over the mid- to long-term.

The board, like JCE, considers that implementing the offer won’t have any significant affect on employment or the sites where the company runs its activities.


Semcon AB’s board (publ) 1

1) Board members Kjell Nilsson and Håkan Larsson are not independent in their relationship with JCE and have therefore not taken part in the board’s preparation and decisions as a result of the offer.

For more information, please contact:
Hans-Erik Andersson, Chairman of the Board Semcon AB, +46 (0) 73-684 07 99


This information is such that Semcon AB must publish according to laws governing the securities market and/or laws governing trading in financial instruments. This information was published at 12:30 p.m. on 20 March 2009