Offer Update
April 24 2001 - 9:42AM
UK Regulatory
RNS Number:5071C
Perstorp AB
24 April 2001
Perstorp AB's Board recommends acceptance of offer from Industri Kapital
In a press release issued on March 22, Industri Kapital announced a public offer
through Sydsvenska Kemi AB ("Sydsvenska Kemi") to the shareholders and holders
of convertible debentures of Perstorp AB ("Perstorp"). Sydsvenska Kemi is owned
by Industri Kapital's private equity fund Industri Kapital 2000.
Sydsvenska Kemi's proposed offer to holders of Series B and Series A shares
consists of the following components:
* SEK 71 per Series B share and SEK 82 per Series A share in cash; and,
* A zero-coupon debenture due 2011 issued by Sydsvenska Kemi with a nominal
value of SEK 51 per share, which, assuming a 12% required return, equates
to a present value of SEK 16.50 per share.
Shareholders in Perstorp who, at March 21, 2001, held 99 or fewer shares
can receive a pure cash payment of SEK 87.50 per B-share and SEK 98.50
per A-share for all shares held. The Board of Directors has proposed a cash
dividend of SEK 2.00 per share for fiscal year 2000, which will be deducted
from the offer prices, if paid to other else than Sydsvenska Kemi AB.
Sydsvenska Kemi's offer is conditional upon, among other things, the demerger
of Pergo AB, whose shares Perstorp is proposing to distribute to its
shareholders, assuming that the shareholders vote in favor of such distribution
at the Annual General Meeting to be held on June 12, 2001. Accordingly, the
Perstorp shareholders will, in addition to the aforementioned offer amounts,
retain their participation in Pergo.
Sydsvenska Kemi's proposed offer to holders of Perstorp's 1996/2001
convertible debentures with a nominal amount of SEK 88.90 ("convertible
debentures") consists of SEK 23.10 in cash, in exchange for a waiver of
conversion rights. The holders of convertible debentures waiving their
conversion rights will receive, regardless of whether or not they accept
Sydsvenska Kemi's offer, the nominal value of SEK 88.90 (plus accrued
interest) from Perstorp on May 15, 2001. The consideration from Sydsvenska
Kemi together with the nominal value amounts to SEK 112.00 in cash, but
those holders accepting the offer and waiving their conversion rights will not
receive a participation in Pergo. Holders of convertible debentures should
note that the last day for conversion is April 30, 2001 and that the loan is due
for repayment on May 15, 2001.
Sydsvenska Kemi's offer is also subject to Sydsvenska Kemi receiving all
necessary regulatory approvals no later then June 25, 2001 and the offer being
accepted to such an extent that Sydsvenska Kemi becomes the owner of shares
representing more than 90% of the total number of shares and more than 90% of
the voting rights, for all shares (though Sydsvenska Kemi reserves the right to
complete the offer at a lower level of acceptance). It should be noted
that Sydsvenska Kemi's offer is not conditional on financing.
AB Custos, Nordea mutual funds, SEB Fondforvaltning AB, Fourth AP-fund,
SIF, Second AP-fund, First AP-fund, Third AP-fund, Sixth AP-fund, Alecta
(formerly SPP), Vera Boning via companies, Bo Ursing, Wilhelm Wendt, Karl
Lennart Wendt och Carl Henrik Wendt who hold shares together representing
around 65% of the shares capital and around 75% of the voting rights in
Perstorp have expressed their support and intend to accept The Offer.
In order to create conditions for shareholders and holders of
convertible debentures to make a more informed decision regarding
Sydsvenska Kemi's offer, the Board of Directors of Perstorp has
decided to issue the following recommendation.
Recommendation of the Board of Directors of Perstorp
The Board of Directors has evaluated the offer from Sydsvenska Kemi
and has unanimously resolved to recommend that the shareholders and the
holders of convertible debentures accept the offer on the stated terms and
conditions and during the stated subscription period. The Board is giving its
recommendation despite the fact that it cannot make any assessment of the
future value of the zero-coupon debenture. The Board's recommendation is
supported by a fairness opinion submitted by Perstorp's financial adviser,
Morgan Stanley and a second opinion from the financial adviser Alfred
Berg mainly based on material from Morgan Stanley.
In connection with its evaluation of the offer, the Board has considered the
following:
- During recent years, Perstorp has streamlined its operations in
order to focus on activities where it has a competitive advantage
and can thus create shareholder value. The recently announced
reorganisation of the Chemicals business and the proposed spin-off
of Pergo, represent the logical continuation of this strategy and
the Board of Directors believes that the separation of the
consumer-oriented flooring business from the specialty chemicals-
focused chemicals business will position both entities for growth
in the future.
- Despite the good prospects for Perstorp as a specialized
chemicals company, the Board of Directors is of the opinion that
the increase in value that Perstorp can create in the foreseeable
future is unlikely to equal that being offered by Sydsvenska
Kemi.
Christer Gardell, Karl Lennart Wendt and Wilhelm Wendt, members of the Board of
Directors, did not take part in the Board's decision regarding the offer due
to their participation in the negotiations between Sydsvenska Kemi AB and major
shareholders that preceded the offer.
Perstorp's Chairman, Urban Jansson, makes the following comment on the offer:
"Although Perstorp's continued evolution into a focused, highly
specialized chemicals company has positioned the company well for the
future, Sydsvenska Kemi's offer represents an opportunity to accelerate
Perstorp's growth through the combination of Perstorp's operations with
those of Oxo Holding AB and enable Perstorp and its employees to build a
leading chemicals company based in the Nordic region."
April 24,2001
Perstorp AB
Board of Directors
For further information: Urban Jansson, Chairman of the Perstorp Board,
tel: +46 435 386 06
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