SPX Corporation completes the offer for Aktiebolaget Custos (publ)
CHARLOTTE, North Carolina – 4 December 2006
On 8 November 2006, SPX Corporation (NYSE:SPW) (”SPX”), through its wholly owned subsidiary SPX Sweden AB, announced a recommended offer for all the shares in Aktiebolaget Custos (publ) (”Custos”) at a price of SEK 78 in cash for each share in Custos (the “Offer”).
The acceptance period for the Offer expired on 1 December 2006. In total 13,773,635 shares, representing 95.83 per cent of the total number of shares and votes in Custos, have been tendered in the Offer. SPX declares the Offer unconditional and announces that it will be completed. Settlement is expected to begin on or around 8 December 2006.
In order to provide shareholders of Custos, who have not yet tendered their shares, the opportunity to accept the Offer, SPX has decided to extend the acceptance period until 17.00 (CET) on 15 December 2006. With respect to shares tendered during the extended acceptance period, settlement will begin on or around 22 December 2006.
SPX has decided to in a near future initiate compulsory acquisition of the outstanding minority shares in Custos and to in connection herewith have the Custos shares de-listed from the Nordic List of the Stockholm Stock Exchange. Further, SPX reserves the right to take actions in order to implement a statutory merger between SPX Sweden AB and Custos, subject to applicable rules and stock market practice (as laid down by the Securities Council) in Sweden.
Contacts
Jeremy W. Smeltser (Investors)
Tel: +1 704-752-4478
E-mail: investor@spx.com
Tina Betlejewski (Media)
Tel: +1 704-752-4454
E-mail: spx@spx.com
The Offer, as well as the agreements entered into between SPX, directly or indirectly through a wholly owned Swedish subsidiary, and the shareholders of Custos upon acceptance of the Offer, shall be governed by and construed in accordance with the substantive laws of Sweden. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm shall be the court of first instance.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law or regulation and therefore persons in such jurisdiction into which this announcement is released, published or distributed must inform themselves about and observe such restrictions.
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, any jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other actions in addition to those required under Swedish law.
The Offer is not being made, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or South Africa, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) of interstate or foreign commerce, or of any facility of national security exchange, of the United States of America, Australia, Canada, Japan or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, the United States of America, Australia, Canada, Japan or South Africa.