The board of Gunnebo Industrier recommends Segulah Stellata's bid and publishes
certain financial information
With reference to the rules of the OMX Nordic Exchange Stockholm AB concerning
public takeover bids in the stock market, the board of Gunnebo Industrier
Aktiebolag (publ) (”Gunnebo Industrier”) makes the following statement.
Segulah Stellata Holding AB (”Segulah Stellata”), a wholly owned subsidiary of
Segulah III, L.P. and Segulah IV, L.P. has, in a press release dated 22 July
2008, published an offer to acquire all shares in Gunnebo Industrier, with a
cash price of SEK 185 being offered for each share.
This offer represents a premium of 54 percent over the volume-weighted average
closing prices for the share during the three months prior to the offer. The
premium over the share's final closing price on the day before the offer was
made public was 54 percent.
Before making its statement on the offer, the board of Gunnebo Industrier has
taken into account a fairness opinion, submitted to the board by Handelsbanken
Capital Markets, stating that the price offered for the shares as at 22 July
2008 is fair for shareholders from a financial point of view. In addition, in
its work to evaluate the offer, the board engaged Handelsbanken Capital Markets
as financial adviser. The board engaged the law firm of Gernandt & Danielsson as
its legal adviser.
Based on the above, the board's assessment is that the price offered for the
shares is favourable for the shareholders of Gunnebo Industrier. The board
unanimously recommends that the shareholders accept the offer.
At a later date, the board will - in accordance with the OMX Nordic Exchange
Stockholm AB's aforementioned rules - present its view on, among other things,
the impact that the implementation of the offer will have on Gunnebo Industrier,
based on the statements of Segulah Stellata in its offer document.
As a condition for submitting the offer, Segulah Stellata requested in writing
to conduct a due diligence investigation. The board of Gunnebo Industrier, which
has considered the prospective offer as being of interest for a decision by the
shareholders, granted consent to Segulah Stellata to conduct a limited due
diligence investigation of Gunnebo Industrier. In this investigation, Segulah
Stellata had access to the financial information for the 1 April - 31 May 2008
period as set out in the attachment to this press release.
Gunnebo, 22 July 2008
Gunnebo Industrier Aktiebolag (publ)
The board
Attachment
Preliminary net sales and operating profit figures for the Group and its
business areas for the 1 April - 31 May 2008 period, as well as the balance
sheet as at 31 May 2008. This information, which has not been adopted by the
board or reviewed by the auditors, was submitted to Segulah Stellata on 7 July
2008 in connection with a limited due diligence investigation prior to Segulah
Stellata's public offer to acquire all shares in Gunnebo Industrier.
Net sales and operating profit
April - May January - May
Net
sales,
SEK m 2008 2007 2008 2007
Fastening 140.7 97.1 309.7 207.7
Lifting 159.5 145.5 384.5 364.1
Technical 105.9 97.1 272.9 250.5
Products
Other 0.0 1.4 0.0 4.0
Total 406.0 341.1 967.0 826.3
Operating
profit,
SEK m
Fastening 13.7 11.4 19.0 14.6
Lifting 23.9 19.0 46.4 42.1
Technical 14.3 13.1 37.6 35.8
Products
Other -7.3 -6.6 -16.4 -12.8
Total 44.7 36.9 86.7 79.7
Operating
margin, %
Fastening 9.8% 11.7% 6.1% 7.0%
Lifting 15.0% 13.1% 12.1% 11.6%
Technical 13.5% 13.5% 13.8% 14.3%
Products
Total 11.0% 10.8% 9.0% 9.6%
Consolidated balance sheet
2008
SEK m 31 May 31 March
Intangible 254.0 252.6
fixed assets
Tangible 396.0 396.0
fixed assets
Financial 10.2 10.1
fixed assets
Inventories 576.6 559.8
Current 468.4 435.3
receivables
Liquid assets 45.5 47.5
Total assets 1,750.7 1,701.3
Equity 536.8 556.7
Long-term 839.8 780.0
liabilities
Current 374.1 364.6
liabilities
Total equity
and 1,750.7 1,701.3
liabilities
For further information, please contact:
Bjarne Holmqvist, Chairman of the Board
+46 708 400370, bjarne.holmqvist@cit.chalmers.se
Christer Lenner, CEO and Managing Director
+46 705 910305, christer.lenner@gunneboindustries.com
Tobias Bülow, Head of Corporate Communications
+46 703 389310, tobias.bulow@gunneboindustries.com
About Gunnebo Industrier
Gunnebo Industrier AB is an international group of industrial companies with
operations in 15 countries and worldwide co-operations with around 50 major
distributors/agents. The group is engaged in the development, manufacture and
marketing of chain and lifting components, fastening systems for the building
industry, blocks/systems for heavy lifting, non-skid products and telescopic
ladders. The business is conducted through the Fastening, Lifting and Technical
Products (which comprises the business units Blocks, Telescopics and Traction
Systems) business areas. Gunnebo Industrier markets well-known products in
established market segments, and is market leader in each product and/or market
area. Annual sales amount to about SEK 2.1 billion and the group has 1,530
employees. For more information, see www.gunneboindustries.com.
The board of Gunnebo Industrier recommends Segulah Stellata's bid and publishes certain financial information
| Source: Gunnebo Industrier AB
Attachments
