Opcon AB makes public offer to shareholders in Tricorona AB

This press release may not, directly or indirectly, be distributed or published in the United States, Australia, Japan, Canada, Switzerland or South Africa. The offer is not directed to such persons whose participation is conditional upon the performance of prospectus, registration or other procedures in addition to those prescribed in Swedish law. Opcon AB is making a public offer to shareholders of Tricorona to transfer all shares in Tricorona in exchange for newly issued shares in Opcon. The offer represents a premium of 21.9 per cent compared with the average final share price paid over the most recent 30 days of trading prior to the announcement of the offer. The deal would form a strong, fast-developing player in the expanding global climate-economy sector with a complete offer – from technology to financing.

Opcon AB, which has over 100 years of technical knowledge and an innovative product portfolio, has leading technology in energy efficiency and renewable energy. Tricorona is a major player within emissions trading with a global contact network, financial resources and broad competence. “A merger would increase opportunities to develop both Opcon’s and Tricorona’s business. It would create the right conditions for increased sales and growth in value, with cash flow being invested back in new environmental projects. Tricorona’s shareholders will get a share in Opcon’s growth in environmental technology, with the retained potential in the portfolio for emissions trading,” says Rolf Hasselström, President and CEO of Opcon AB. “Together we would become one of the Nordic region’s leading growth company in climate economy and energy efficiency, with a diversified owner structure which would be expected to lead to increased liquidity and a sharper focus on share performance,” says Rolf Hasselström. Opcon AB does not currently own any shares in Tricorona AB. The offer is conditional on, among other factors, shareholders representing at least 30 per cent of the shares in the company accepting the offer. The notification period for the offer is expected to start on 23 March 2010 and runs for three weeks. The full terms of the offer are presented on the following pages, which are an integrated part of this press release. Press conference A press conference will be held today at 10 a.m. at Ingenjörshuset Citykonferensen, lokal Smedjan, Malmskillnadsgatan 46, Stockholm. Information will be published on Opcon’s website, www.opcon.se after the meeting ends. For further information, please contact Rolf Hasselström, President and CEO, Opcon AB, tel.+46-8-466 45 00, +46-70-594 79 60 Mats Gabrielsson, Chairman., Opcon AB, tel. +46 70 775 83 20 Niklas Johansson, vice president, Investor Relations, tel. +46 8-466 45 00, +46 70-592 54 53 10 February 2010 8.15 a.m. This press release may not, directly or indirectly, be distributed or published in the United States, Australia, Japan, Canada, Switzerland or South Africa. The offer is not directed to such persons whose participation is conditional upon the performance of prospectus, registration or other procedures in addition to those prescribed by Swedish law. Opcon AB makes a public offer to shareholders of Tricorona AB The Board of Directors of Opcon Aktiebolaget (publ) (“Opcon”), corporate registration no. 556274-8623, has decided to submit an offer to the shareholders of Tricorona AB (publ) (“Tricorona”), corporate registration no. 556332-0240, to transfer all of their shares in Tricorona and receive payment in the form of newly issued shares in Opcon (“the Offer”). If the Offer is completed a strong, fast-growing player will be formed in the expanding global climate-economy sector. The merger will create considerable income synergies. The shares in Tricorona and Opcon are listed on NASDAQ OMX Stockholm. Summary • Opcon offers one (1) newly issued Opcon share for 6.5 Tricorona shares. • The offer entails a premium of 21.9 per cent based on the volume-weighted average last price paid for the respective shares during the most recent 30 days of trading. The offer entails a bid premium of 15.1 per cent based on the last price paid for the respective shares on 9 February 2010. • The Offer document is expected to be published on 16 March 2010. • The acceptance period for the Offer is expected to run from 23 March 2010 up to and including 13 April 2010. • The Offer is conditional on, among other factors, Opcon achieving ownership of more than 30 per cent of the total number of shares and votes in Tricorona, and that an Extra General Meeting of Opcon shareholders votes to issue new shares. • Shareholders, representing 25.9 per cent of the votes in Opcon have expressed their support for the Offer and that they intend to vote at the Extra General Meting in favour of the Board’s proposal to issue new shares to be used as consideration in accordance with the Offer. Background and motive for the Offer A merger of Opcon and Tricorona: • Forms a strong, fast-growing player in the expansive global climate-economy sector with a complete offer • Increases opportunities to develop both Opcon’s and Tricorona’s business • Speeds up the introduction of environmental technology through investment of own cash flow • Enables Tricorona’s shareholders to take part in Opcon’s growth in environmental technology with the retained potential in the portfolio for emissions trading • Risk diversification for Tricorona’s shareholders – securing growth after 2012 • Forms one of the Nordic region’s leading growth companies in climate-economy and energy efficiency • Creates a larger company, a broader owner base and a more liquid share that will attract larger investors There is a global need for investment in renewable energy and energy efficiency. At the same time, the lack of financing is a significant problem. Opcon is a growth company, with over 100 years of technical knowledge, an innovative product portfolio and leading technology in energy efficiency and renewable energy. Tricorona is a major player within emission rights trading with a global contact network, financial resources and broad competence. By connecting technology with financing, the right conditions are created for increased sales and growth in value, with cash flow being invested back in new environmental projects. Together, Opcon and Tricorona form a complete player that will deliver strong growth in the expansive global climate-economy sector, speeding up the introduction of new environmental technology. Against the background of Opcon’s increased sales, strong order book, rising energy prices and growing interest in Opcon’s technology for new products and, Opcon’s Board of Directors has set a new sales target for Opcon. The target, to achieve a pace in sales turnover of SEK 2 billion by the end of 2012, means around a doubling of the current figure. The expectations that lie behind the setting of this target include continued strong growth in bioenergy, but above all a significant increase in sales for Opcon Powerbox. A merger with Tricorona would open the possibility for even greater growth. It is considered that a merger with Tricorona would create the conditions for additional sales of SEK 1 billion for Opcon by 2013. This would correspond to sales from around 15 electricity generation projects based on waste heat and using Opcon Powerbox in accordance with cases studied in the past year, or 20-30 bioenergy projects, or a combination of those two types of project. On top of this there would be sales and profit from Tricorona’s base activities. The determining factor is the possibility for joint expansion on growth markets such as China. The significant benefits in a merger would come from the development of a broad project financing model where own cash flow is used for part-financing of projects and thus increased sales of, for example Opcon’s technology in Waste Heat Recovery and bioenergy. This also means opportunities for effective financing of Opcon’s Boxpower concept for selling electricity based on waste heat locally in countries such as China. This increased focus on climate-economy also means that, together, the companies can cover the entire value chain, from development and production through financing and on to the aftermarket. It is considered that this will contribute to higher growth and profitability while building greater value for shareholders going forward. In Opcon’s judgment, the market situation for Tricorona has become more difficult due to the period of political uncertainty surrounding the future of the CDM system after 2012, but also due to reduced access to both the technology and capital that are becoming increasingly important to secure projects with good margins. Through a closer connection with Opcon and the company’s technology, as well as the strategic choice to use cash flow for part-financing in a developed project financing model, closer links can be formed with end-customers, creating greater opportunities to develop Tricorona’s current business. Meanwhile the risks foreseen after 2012 are reduced by broadening and developing the business. Through a merger, Tricorona’s shareholders will take part in Opcon’s expected growth while retaining the potential in the emissions trading portfolio. Since July 2009 Opcon and Tricorona have been cooperating on the export of Opcon’s energy and environmental technology for reduced climate impact. Through this cooperation, Opcon and Tricorona’s management have developed a shared view of the market situation and the opportunities for developing business by combining technology and project financing and together achieving increased growth. A merger would create a significantly larger company within the climate economy and with a diversified ownership structure that is expected to lead to increased liquidity and focus on the performance of the share. The business of both companies complements each other well, and the principal owners, board of directors and senior management of Opcon see a series of synergies and opportunities for developing Tricorona’s business together with Opcon’s. The Offer The Offer entails Opcon offering one (1) newly issued Opcon share for 6.5 Tricorona shares. Shareholders whose holdings are not evenly divided by 6.5 may accept the Offer for their entire holding, including excess shares. To the extent that this results in shareholders receiving a fraction of a share in Opcon, this fraction will be added to other such fractions and sold on NASDAQ OMX Stockholm, after which the shareholders will receive cash payment for their respective fractions of the total sales proceeds. Both Opcon’s shares and Tricorona’s shares are listed on NASDAQ OMX Stockholm. The closing prices paid for Opcon and Tricorona shares on 9 February 2010, the final day of trading prior to the announcement of the Offer, were SEK 49.00 for Opcon and SEK 6.55 for Tricorona. In relation to these prices, the Offer represents a premium of 15.1 per cent. In relation to the volume-weighted average price for each company’s shares during the most recent 30 days of trading, the Offer represents a premium of 21.9 per cent. Based on the most recent price for an Opcon share on 9 February 2010, the value of the bid according to this offer is SEK 1,106 million. Opcon reserves the right to adjust the Offer if Tricorona pays a dividend or otherwise makes a transfer of funds to shareholders prior to the reporting of liquidity within the framework of the Offer. If the Offer is accepted in full, a maximum of 22,575,707 new shares in Opcon will be issued, after which the existing shareholders in Tricorona will together hold shares corresponding to 47.9 per cent of the votes and share capital in Opcon. No brokerage fees are payable in the Offer. Opcon does not today own any shares in Tricorona. Conditions for the Offer The conditions for completion of the Offer are: 1. that the Offer is accepted to such an extent that Opcon becomes the owner of more than 30 (thirty) per cent of the total number of shares and votes in Tricorona; 2. that the Extra General Meeting in Opcon passes the requisite decisions to enable the issue of new shares as consideration in the Offer; 3. that all requisite permissions, approvals, decisions and other clearances from the authorities or similar, including the competition authorities, for the Offer and the acquisition of Tricorona, have been obtained on terms that are acceptable to Opcon; 4. that neither the Offer nor the acquisition of Tricorona is wholly or partly prevented or materially adversely affected by legislation or other regulation, court decision, public authority decision, action or similar circumstances that exist or can be reasonably expected to arise, that are beyond Opcon’s control and which Opcon could not reasonably have anticipated on the date for public announcement of the Offer; 5. that circumstances do not occur after publication of the Offer which negatively affect Tricorona’s earnings, liquidity, assets, emissions trading portfolio or shareholders’ equity; 6. that Tricorona does not take any actions that are intended to impair the conditions for completion of the Offer; 7. that no other party announces an offer to Tricorona on terms that are more advantageous to Tricorona’s shareholders than those applicable under the Offer; and 8. that Opcon does not discover that information published by Tricorona is incorrect or misleading in any significant respect, or discover that information about significant circumstances that should have been made public by Tricorona has not been disclosed. Opcon reserves the right to withdraw the Offer in the event that it becomes clear that any of the above conditions has not been fulfilled or cannot be fulfilled. However, with regard to conditions 3 – 8 above, such withdrawal will take place only if such non-fulfilment is of material significance for Opcon’s acquisition of shares in Tricorona. Opcon reserves the right to waive, wholly or partly, one or more of the conditions stated above, including waiving the condition that acceptance of the Offer is above 30 per cent. The Offer will be financed with newly issued shares in Opcon. The Offer is conditional on the requisite decision by the Extra General Meeting of shareholders in Opcon to enable the issue of new shares as consideration in the Offer. Extra General Meeting of Opcon shareholders Opcon’s Board of Directors intends to call an Extra General Meeting to take the decisions necessary for the issue of new shares in Opcon, to be held around 26 February 2010. Shareholders, representing 25.9 per cent of the votes in Opcon have expressed their support for the Offer and that they intend to vote at the Extra General Meting in favour of the Board’s proposal to issue new shares to be used as consideration in accordance with the Offer. For more information about the Extra General Meeting, see the separate notification document which will be published shortly. Financial effects on Opcon The financial effects for the new group are presented pro forma in brief below. The information is based on the most recently published interim reports for the companies and a price of SEK 49 for an Opcon share, which corresponds to the most recently quoted price on NASDAQ OMX Stockholm on the day prior to the publication of the Offer, and based on acceptance of the Offer by all Tricorona shareholders. An acquisition of Tricorona in accordance with the Offer would have a significant effect on Opcon’s earnings and financial position. Net sales would increase by 90 per cent and the operating margin from 5 per cent to 13 per cent. If a merger had taken place on 30 September 2009, the debt/equity ratio would have been 9.0 per cent and the equity/assets ratio would have been 72.2 per cent. Based on the Opcon share price as assumed above, the total acquisition value for shares in Tricorona amounts to SEK 1,106 million. For further information about Opcon and Tricorona, in addition to the forthcoming offer document, see the companies’ websites: www.opcon.se and www.tricorona.se Preliminary timetable Extra General Meeting of Opcon shareholders 26 February 2010 Publication of Offer document 16 March 2010 First day for acceptance of the Offer 23 March 2010 Final day for acceptance of the Offer 13 April 2010 Settlement date 19 April 2010 All dates are preliminary and subject to change. Opcon reserves the right to extend the acceptance period and to postpone the settlement date. Mandatory redemption and delisting In the event that Opcon acquires shares representing more than 90 per cent of the shares in Tricorona, Opcon intends to request mandatory redemption of the remaining shares in Tricorona in accordance with the Swedish companies act. In connection with this, Opcon intends to apply for a delisting of Tricorona shares from NASDAQ OMX Stockholm, provided that this is in accordance with Swedish law and other regulations. Shareholders who choose to reject the Offer and who thus remain as shareholders of Tricorona should note that Tricorona’s shares, following a delisting, could not be traded on a regulated market. In the event that Opcon does not acquire over 90 per cent, mandatory redemption cannot take place, and Opcon would not then have any immediate intention to delist Tricorona shares. Applicable law and disputes The Offer shall be governed by and interpreted in accordance with Swedish law. The Offer is subject to the NASDAQ OMX Stockholm’s rules concerning public takeover bids on the stock market (“the Takeover Rules”) and the Swedish Securities Council’s statements regarding interpretation and application of the Takeover Rules (including its statement regarding the Swedish Industry and Commerce Stock Exchange Committee’s rules for public offers to acquire shares). Furthermore, in accordance with the Act Concerning Public Takeover Bids in the Stock Market, Opcon has committed to NASDAQ OMX Stockholm to comply with the above-mentioned rules and statements and to submit to any sanctions that NASDAQ OMX Stockholm may impose in the event of infringement of the Takeover Rules. Opcon has informed the Swedish Financial Supervisory Authority about the Offer and the above-mentioned undertaking to NASDAQ OMX Stockholm. The courts of Sweden shall have exclusive jurisdiction over any disputes arising out of or in connection with the Offer and the Stockholm District Court shall be the court of first instance. Notice The Offer is not being made and will not be made directly or indirectly in (or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of) the United States, Australia, Japan, Canada, Switzerland, South Africa or any other country in which it may not be made without authorisation from the relevant authorities (collectively the “Restricted Countries”). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of this press release and any related offering documents are not being, and must not be, mailed or otherwise transmitted or distributed in or into the United States or any of the Restricted Countries. Persons receiving such documents (including without limitation, custodians, trustees, and nominees) must not distribute, send or mail them in, into or from the United States or the Restricted Countries or use the U.S. mail or any such means or instrumentality for any purpose, directly or indirectly, in connection with the Offer. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid. This document is not an offer to sell securities in the United States, Australia, Japan, Canada, Switzerland, South Africa or any other Restricted Country. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented the Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive. Securities may not be offered or sold in the United States, Australia, Japan, Canada, Switzerland, South Africa or any other Restricted Country absent registration or an exemption from registration. The Opcon shares to be issued pursuant to the Offer have not been and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered, sold or distributed, directly or indirectly, in the United States. Advisors Banque Invik is financial advisor and Hamilton Advokatbyrå is legal advisor to Opcon in connection with the Offer. For further information, please contact: Rolf Hasselström, President, Opcon AB, tel. +46 8 466 45 00, +46 70 594 79 60 Mats Gabrielsson, Chairman of the Board, Opcon AB, tel. +46 70 775 83 20 Niklas Johansson, Investor Relations, Opcon AB tel. +46 8-466 45 00, +46 70-592 54 53 Invitation to media and analyst meeting Date: 10 February 2010 Time: 10 a.m. Location: Citykonferensen / Ingenjörshuset, Malmskillnadsgatan 46, Stockholm Information will be published on Opcon’s website, www.opcon.se after the media and analyst meeting ends. Opcon in brief Opcon is an energy and environmental technology group that develops, produces and markets systems and products for eco-friendly, efficient and resource-effective use of energy. Opcon has activities in Sweden, China, Germany, the UK and Denmark. The Opcon Group comprises three business areas: Renewable Energy, Engine Efficiency and Mobility Products. Renewable Energy focuses on generating electricity from waste heat, bioenergy, systems for handling natural gas, industrial cooling, recycling of heat, drying of biomass, treatment of flue gases, handling systems for biofuel, etc., air systems for fuel cells and measurement and monitoring of processes. Engine Efficiency focuses on ignition systems for combustion engines including ethanol, natural gas and biogas engines. Mobility Products focuses on technology for positioning, motion and regulation for electrical vehicles and electrical wheelchairs. Tricorona in brief Tricorona’s business is focused on environmentally related market instruments, mainly through investments in, and the trading of, project-linked instruments known as Certified Emission Reductions (CERs), within the framework of the Kyoto Protocol. The business is organized in the following areas: emissions trading, carbon offsetting and brokerage. Tricorona has activities in Sweden, China, Singapore and Japan. Opcon has a duty to publish the above information in accordance with the Swedish Securities Market Act and/or the law concerning trading in financial instruments. The information was submitted for publication at 8.15 a.m. on 10 February 2010.