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Posten acquires Strålfors

2006-03-14 12:00

- Posten makes a cash offer to the shareholders of Strålfors to acquire the entire outstanding share capital.
- Posten offers SEK 95, including right to dividend, in cash for each share of series A and B, respectively, in Strålfors. No commission will be charged.
- The Parkander family, Strålfors' main shareholder, who controls 81.7 per cent of the votes and 69.3 per cent of the share capital in Strålfors, has granted Posten an irrevocable option to acquire the family's entire shareholding in Strålfors in connection with the Offer.
- Skandia Liv, Strålfors' second largest shareholder, controlling 4.2 per cent of the votes and 7.1 per cent of the share capital in Strålfors, is favourable to the Offer.
- Compared to the closing price of the Strålfors series B share on the Stockholm Stock Exchange on Friday 10 March, 2006 of SEK 72.50, the Offer represents a premium of approximately 31.0 per cent. Compared to the volume weighted average price of the Strålfors series B share on the Stockholm Stock Exchange over the 30 last trading days up to and including Friday 10 March of SEK 70.28, the Offer represents a premium of approximately 35.2 per cent.
- Strålfors' Board of Directors unanimously recommends the Offer.
- The acceptance period of the Offer is expected to run from 30 March, 2006 to 21 April, 2006.

Marianne Nivert, Chairman of the Board of Posten, comments the Offer:
"The acquisition provides both companies with a strategic operational platform for growth and development on a market characterised by increased competition and globalisation. The ability to develop electronic and physical flows of messages also strengthens Posten's ability to successfully fulfil its important public service assignment."
 
Posten's CEO, Erik Olsson, comments the Offer:
"Strålfors is a highly respected company on the markets on which it operates. Strålfors' management, organisation, and strong brand name strengthens Posten's competitive position in the Nordic region. The companies' service offerings complement each other and provide opportunities to offer services that develop, facilitate and reduce costs in the customer communication of our customers."
 
Posten and Strålfors will host a joint press conference today at 1.00 pm at Posten's head office, Arken, Terminalvägen 24, Solna. Please register in the reception at the sitxth floor.


Public Offer to the shareholders of Strålfors AB
The Board of Directors of Posten AB (publ) ("Posten") has decided to make a public offer to the shareholders of Strålfors AB (publ) ("Strålfors") to transfer all outstanding shares in Strålfors to Posten (the "Offer"). Strålfors' series B shares are listed on the O-list of the Stockholm Stock Exchange.
 
For each share of series A or B, respectively, Posten offers SEK 95 in cash. The consideration also includes the right to dividend, meaning that, to the extent dividend is proposed by the annual general meeting in Strålfors and such dividend is paid out before settlement of the consideration in the Offer has taken place, the consideration is reduced by such amount. The total Offer value amounts to SEK 2,031 million. No commission will be charged.
 
Compared to the closing price of the Strålfors series B share on the Stockholm Stock Exchange on Friday 10 March, 2006 of SEK 72.50, the Offer represents a premium of approximately 31.0 per cent. Compared to the volume weighted average price of the Strålfors series B share on the Stockholm Stock Exchange over the 30 last trading days up to and including Friday 10 March of SEK 70.28, the Offer represents a premium of approximately 35.2 per cent.
 
The Parkander family, Strålfors' main shareholder, who controls 81.7 per cent of the votes and 69.3 per cent of the share capital in Strålfors, has granted Posten an irrevocable option to acquire the family's entire shareholding in Strålfors in connection with the Offer. The option is valid from today until the end of the acceptance period in the Offer and can, under certain circumstances, be extended thereafter.
 
Skandia Liv, Strålfors' second largest shareholder, controlling 4.2 per cent of the votes and 7.1 per cent of the share capital in Strålfors, is favourable to the Offer.
 
Posten currently holds no shares in Strålfors.
 
Recommendation from the Board of Directors of Strålfors
Strålfors' Board of Directors unanimously recommends the shareholders in Strålfors to accept the Offer.[1] The Board of Director's recommendation is supported by a fairness opinion from the Board of Director's financial advisor Carnegie Investment Bank AB. Please also refer to separate press release from Strålfors.
 
Background and reasons
Posten's present messaging business, mainly encompassing administrative mail flows as well as addressed and un-addressed direct mail, has a broad offering of different combinations of physical and electronic services, mainly for Swedish customers. The acquisition of Strålfors will increase Posten's competitive position and also broaden Posten's present customer offering within these operations.
 
Since 1993, when Sweden was the first country in Europe to liberalise its postal market, Posten has developed and adapted its messaging business for a market characterised by increased competition, increased internationalisation among business customers and substitution for electronic means of communication. A gradual liberalisation of the European postal market is still under way.
 
On the message forwarding market, where the rapid technological development has resulted in new possibilities to offer customers cost efficient communication solutions, a new industry has emerged - information logistics. The customers are continuously striving to simplify and increase the efficiency in their administrative processes and in their customer communication. It is also becoming increasingly important with an offering that allows the market to customise its messages as well as its means of communication depending on the target group. These processes are often outsourced in whole or in part to maximise the total efficiency of the communication flow.
 
Strålfors' management and organisation enjoy a distinguished reputation in the market and has successfully established Strålfors as a leading player within its fields of operation. Posten intends to retain and develop Strålfors strong brand name. Through the acquisition of Strålfors, Posten's offering is broadened further. This will provide Posten with the opportunity to become the natural partner for customers seeking a pan-Nordic turn-key solution for its customer communication.
 
The combination of Posten's and Strålfors' service offerings, strong brand names, infrastructure and know-how will provide new opportunities to offer cost efficient and customer adapted communication solutions for both Strålfors' and Posten's customers.
 
The acquisition of Strålfors strengthens Posten's competitiveness in the Nordic region. In addition, Strålfors' European operation complements Posten's international operation and provides a strategic platform for future growth.
 
Effects of the acquisition
As a result of the acquisition, Posten will:
Become a more competitive partner with a more complete service offering for both Posten's and Strålfors' customers. The opportunities for business development will be broadened and strengthened.

Strengthen its position in the Nordic region and its presence on the liberalised European market.

Have the ability to offer its customers a more complete product offering, which facilitates the customers' administrative processes.

Increase cost efficiency through the co-ordination of Strålfors' and Posten's operations within printing and enveloping as well as electronic services.

Strengthen the ability to fulfil its public service responsibility also in the future.

Conditions to the Offer
Completion of the Offer is conditional upon:
 
1. That the Offer is accepted to the extent that Posten becomes the owner of more than 90 per cent of the shares in Strålfors. However, Posten reserves the right to complete the Offer also on a lower acceptance level.
 
2. That all regulatory, governmental or similar clearances, approvals and decisions, necessary to the fulfilment of the offer, have been obtained on terms which, in Posten's opinion, are acceptable.
 
3. That neither the Offer nor the acquisition of the shares in Strålfors, are wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision, public authority decision or similar circumstance, which is beyond the control of Posten.
 
Posten reserves the right to withdraw the Offer in the event that it is evident that any of the above conditions are not fulfilled or cannot be fulfilled. However, with regard to conditions 2 and 3, such withdrawal will only be made if the lack of fulfilment of such condition is of material importance to Posten's acquisition of Strålfors.
 
Posten reserves the right to waive, in whole or in part, one or more of the conditions above.
 
Financing
Posten intends to finance the acquisition of Strålfors by available liquid funds. As at 31 December, 2005 Posten had approximately SEK 4.5 billion in liquid funds at its disposal.
 
Indicative time table
A prospectus regarding the Offer is expected to be distributed to the shareholders in Strålfors on or about 28 March, 2006. The acceptance period for the Offer is expected to run from 30 March, 2006 to 21 April, 2006, inclusive. Provided that Posten fulfils the Offer no later than 26 April, 2006, settlement to those shareholders who have accepted the Offer is expected to begin on 28 April, 2006. Posten reserves the right to extend the acceptance period, as well as to postpone the settlement date.
 
Applicable law and disputes
The Offer shall be governed by and construed in accordance with the laws of Sweden. In addition, the Swedish Industry and Commerce Stock Exchange Committee's (Näringslivets börskommitté, NBK) rules on acquisition of shares and the Securities Council's (Aktiemarknadsnämnden) rules of interpretation and implementation shall apply to the Offer.
 
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 (Stockholms Tingsrätt) shall be the court of first instance.
 
Advisors
Posten has engaged SEB Enskilda as its financial advisor and Setterwalls Advokatbyrå as its legal advisor to the transaction.
 
 
Stockholm, 14 March, 2006
Posten AB (publ)
Board of Directors
 
 
For further information, please contact:
Marianne Nivert, Chairman of the Board of Directors of Posten
Erik Olsson, CEO, Posten
Per Mossberg, Director of Corporate Communication, Posten
Phone: +46 8 23 10 10
 
For more information regarding Posten, please visit www.posten.se


[1] Deputy Chairman Björn Parkander and deputy board member Anna Parkander have, considering the option agreement, not participated in the decision or handling of the recommendation from the Board of Directors.

Last updated: 2006-03-14 12:00