EQT: ESML Intressenter Completes the Offer to the Shareholders in Securitas Direct.
* ESML Intressenter completes the Offer for Securitas Direct and declares the Offer unconditional.
* Settlement is expected to commence on 20 March 2008.
* ESML Intressenter has obtained 80.1 per cent and 86.0 per cent of capital and voting rights, respectively, in Securitas Direct.
* Financing for completing the Offer at the current acceptance level has been secured.
* The acceptance period is extended until 28 March at 16.00 CET to enable those shareholders who have not yet submitted their acceptances to participate in the Offer.
On 5 February 2008, ESML Intressenter AB ("ESML Intressenter") announced an increased Offer to the shareholders and holders of warrants in Securitas Direct AB (publ) ("Securitas Direct") to tender their shares in Securitas Direct to ESML Intressenter for SEK 27.50 in cash per share and SEK 9.20 per warrant (the "Offer"). ESML Intressenter has been established by EQT V, SakI AB, Investment AB Latour and Melker Schorling AB in order to carry through the Offer for Securitas Direct. EQT V will buy out ESML Intressenter's other shareholders SakI AB, Melker Schorling AB and Investment AB Latour upon first settlement of the Offer.
Based on a preliminary review of acceptances received at the end of the acceptance period on 14 March 2008 226,234,985 series B shares had been tendered into the Offer. In addition, ESML Intressenter has received irrevocable commitments from a group of shareholders, post expiry of the acceptance period, over 9,880,000 series B shares. These shares will be tendered during the extended offer period. Together with the 17,142,600 series A shares and 39,153,900 series B shares presently held by SakI AB, Investment AB Latour and Melker Schorling AB this corresponds to 80.1 per cent of the share capital and 86.0 per cent of the voting rights in Securitas Direct. Excluding the aforesaid holdings of SakI AB, Investment AB Latour and Melker Schorling AB, the tendered shares and the shares subject to irrevocable commitments correspond to 64.7 per cent of the share capital and 45.5 per cent of the voting rights in Securitas Direct. Out of 7,455,000 warrants outstanding, warrants representing 6,790,000 shares of series B have been tendered, corresponding to 1.8 per cent of the capital in Securitas Direct on a fully diluted basis. ESML Intressenter expects that a final counting and review of acceptances received could increase the acceptance level, although not substantially.
ESML Intressenter has decided to complete the Offer and all of the conditions for the completion of the Offer stated by ESML Intressenter in the Offer Document have thus been met or waived.
To enable those shareholders who have not yet submitted their acceptances to participate in the Offer, ESML Intressenter has decided to further extend the acceptance period until 28 March, 2008 at 16.00 CET.
For shareholders who have accepted ESML Intressenter's Offer, settlement will be initiated on 20 March, 2008. For shareholders who accept the Offer during the coming extension of the Offer period, settlement will occur on or about 3 April, 2008.
ESML Intressenter's discussions with banks and other parties have now led to further binding financing commitments being obtained which enable ESML Intressenter to complete the Offer at an acceptance level below 90%. The debt facilities to be used for settling the Offer are arranged by Nordea Bank AB (publ) as mandated lead arrangers, and underwritten by Nordea Bank AB (publ), together with a fund advised by MezzVest, investment funds advised by Partners Group as well as a fund advised by EQT, which funds jointly underwrite the mezzanine financing (together the "Lenders"). The conditions for draw-down from the Lenders are as favorable to ESML Intressenter as under the initial financing package, and payment to the accepting shareholders will not be delayed as a result of the additional binding financing commitments.
For further information regarding the Offer see ESML Intressenter's Offer Document, dated 3 December 2007 as well as the addendum to the Offer Document dated 20 December and 8 February 2008.
Stockholm, 17 March 2008
ESML Intressenter AB Board of Directors
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|Date:||Mar 17, 2008|
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