ESML Intressenter Increases the Offer Price for Securitas Direct AB to SEK 27.50 per share; EQT V will buy out ESML Intressenter's Other Shareholders SakI AB, Melker Schorling AB and Investment AB Latour.
* The Offer Price is increased from SEK 26.00 to SEK 27.50 per share.
* SakI AB, Melker Schorling AB and Investment AB Latour are irrevocably committed to the increased Offer and will contribute all of their shares in Securitas Direct to ESML Intressenter AB in case of completion. Subsequently, SakI AB, Melker Schorling AB and Investment AB Latour will dispose of all of their securities held indirectly in ESML Intressenter AB to EQT V at financial terms corresponding to those in the Offer, thereby making EQT V the sole owner of ESML Intressenter AB.
* The increased Offer is unanimously recommended by the Independent Committee of Directors of Securitas Direct.
* The acceptance rate at SEK 26.00 was 54.1 per cent of capital and 67.8 per cent of voting rights including shares controlled by ESML Intressenter.
* The acceptance period is extended until 19 February 2008 at 16.00 (CET).
* The increased Offer values Securitas Direct at SEK 10.1 billion.
On 13 November 2007, ESML Intressenter AB ("ESML Intressenter") announced an offer to the shareholders in Securitas Direct AB (publ) ("Securitas Direct") to tender all shares in Securitas Direct to ESML Intressenter for SEK 26.00 in cash per share (the "Offer"). ESML Intressenter has been established by EQT V, SakI AB, Melker Schorling AB and Investment AB Latour to accomplish the Offer to the shareholders in Securitas Direct.
ESML Intressenter has today decided to increase the offer price to SEK 27.50 per share in cash and that the extended acceptance period shall expire at 16.00 (CET) on 19 February 2008. The Offer for the outstanding warrants issued by Securitas Direct is increased to SEK 9.20 per warrant. The increased Offer of SEK 27.50 per share values Securitas Direct at SEK 10.1 billion, inclusive of the value offered for the outstanding warrants.
In relation thereto, SakI AB, Melker Schorling AB and Investment AB Latour have decided to be bought out from ESML Intressenter AB on the basis of the increased Offer price. This transaction is conditional upon ESML Intressenter's increased offer completing, in which case ESML Intressenter will thus acquire the shares in Securitas Direct held by SakI AB, Melker Schorling AB and Investment AB Latour, in total representing approximately 15.4 per cent of the capital and 40.5 per cent of the votes.
The increased Offer represents:
* a premium of 48.7 per cent to the volume weighted average closing price of SEK 18.49 for the Securitas Direct share during the last three months prior to announcement of the Offer on 13 November 2007;
* a premium of 32.2 per cent to the closing price of SEK 20.80 for the share on 12 November 2007, the last trading day prior to announcement of the Offer; and
* a premium of 8.3 percent to the closing price of SEK 25.40 for the share on 1 February 2008, the most recent trading day in the Securitas Direct shares.
The Independent Committee of Directors of Securitas Direct, supported by Fairness Opinions from JP Morgan and SEB Enskilda, unanimously recommends the shareholders in Securitas Direct to accept the increased Offer.
Based on a final review of acceptances received at end of the acceptance period on 1 February 2008, 141,335,894 series B shares had been tendered into the Offer. Together with the 17,142,600 Series A shares and 39,153,900 series B shares presently held by SakI AB, Melker Schorling AB and Investment AB Latour, which remain committed to ESML Intressenter AB in case of completion of the Offer, this corresponds to 54.1 per cent of the share capital and 67.8 per cent of the voting rights in Securitas Direct. In addition, warrants representing a 3,690,000 number of shares of series B have been tendered, corresponding to 1.0 per cent of the capital in Securitas Direct on a fully diluted basis.
All conditions to the Offer were not fulfilled by the end of the acceptance period (prior to its extension), since completion of the Offer is inter alia conditional upon ESML Intressenter AB becoming the owner of more than 90 per cent of the total number of shares in Securitas Direct.
Shareholders who have tendered their shares at SEK 26.00 per share will automatically benefit from the increased Offer without further action. As set forth in the Offer Document, the right to withdraw acceptances applies in the same manner during the extended acceptance period. As previously announced, ESML Intressenter has received the necessary clearance from the relevant competition authorities regarding the Offer.
Provided that ESML Intressenter announces that all conditions to the Offer have been satisfied or waived no later than 22 February 2008, settlement is expected to begin on or about 25 February 2008. During the extended acceptance period the same conditions for the Offer, including the right to waive such conditions, will apply as during the preceding acceptance period.
"ESML Intressenter AB has pursued a constructive dialogue with the Independent Committee of Securitas Direct, which has enabled us to present a higher price which is unanimously recommended by the Independent Committee of Securitas Direct. We continue to view the prospects of the business positively, but we also see some challenges ahead that we are prepared to tackle, as the sole owner, together with the company management", said Harry Klagsbrun, Senior Partner, EQT Partners.
"On the basis of the increased offer for Securitas Direct and the recent severe downturn in asset prices we have, in mutual understanding with EQT, chosen to leave our ownership interest in ESML Intressenter and thereby also our interest in Securitas Direct AB. We have been the main owners of Securitas Direct since the business was founded in the beginning of the 90s and we are convinced that the management, together with its new qualified owners, will continue the future successful expansion of the company", said Ulrik Svensson, CEO Melker Schorling AB, Fredrik Palmstierna, CEO SakI AB and Jan Svensson, CEO Investment AB Latour.
"The improved offer, in addition to the increased economic uncertainty, leads us to recommend the shareholders of Securitas Direct to accept the offer. We also note that SakI, MSAB and Latour have decided to sell their shares to EQT on the basis of the increased offer price", said Ulf Mattsson, Chairman of the Board and its Independent Committee.
For further information regarding the Offer see ESML Intressenter's Offer Document, dated 3 December 2007.
A press conference (in Swedish) with representatives from ESML Intressenter will be held today at 11.30 CET at EQT's offices at Hovslagargatan 3 in Stockholm, see separate invitation.
ESML Intressenter AB Board of Directors
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|Date:||Feb 5, 2008|
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