Rottneros:
Supplementary information from the Board of Directors of Rottneros
AB (publ) regarding Arctic Paper���s
bid for the company
On 7
November 2012 Arctic Paper S.A. announced its public offer to buy all of the
shares in Rottneros AB. On the same day the Board of
Directors of Rottneros recommended that the
shareholders should accept the offer, subject to the conditions specified.
The
Board of Directors of Rottneros has now been informed
in writing by shareholders (including Skagen Vekst and Peter Gyllenhammar via companies, who taken
together control more than 10 per cent of the capital and voting power in Rottneros), that these owners will not accept the bid
announced by Arctic Paper.
In
light of the above-mentioned new information - which means that Arctic Paper�s
offer will not be accepted to such an extent that Arctic Paper would obtain
over 90 percent and thereby be able to request the compulsory redemption of
outstanding shares and consequently that a merger cannot be implemented - the
Board of Directors of Rottneros makes the following
comments.
The
primary reason for the position adopted by the Board of Directors as referred
to above is that a merger of the two companies may be expected to generate
synergies of approximately SEK 80 million and also that, from the perspective
of both results and cash flow, a merger would balance out the two companies'
very strong dependency on fluctuations in pulp prices. A precondition for realising a substantial proportion of these synergies is
that the companies are completely amalgamated and that one head office and one
management group be phased out. In addition, synergies
have been identified on the financial side, though this also presupposes that
the companies join together. The other significant synergy comprises the optimisation of transport costs, which would probably be
considerably more difficult to achieve if the companies continue to operate as
autonomous businesses.
The
Board of Directors� recommendation remains unchanged, that is to say that the
companies merge to enable these synergies to be realised.
The fact that two major owners controlling more than 10 per cent of the capital
and voting power have given notice that they will not accept the bid means in
that event that a merger cannot be effected and that it would thus not be
possible to secure most of these synergies.
Board of Directors of Rottneros