4.4.2006: Meldung: Public cash offer to the shareholders of Gambro
Indap AB ("Indap"), indirectly jointly-owned by EQT IV ("EQT") and Investor AB ("Investor") has on April 3 2006 announced a public cash offer to the shareholders of Gambro to acquire all outstanding shares in Gambro (the "Offer").
According to the press release issued by Indap dated April 3 2006, Gambro"s shareholders are being offered to tender their shares to Indap for the consideration of SEK 111 in cash per series A and B share in Gambro (the "Offer Price"). The Offer Price is subject to adjustment should Gambro pay any dividend or make any other distribution prior to the settlement of the Offer. A dividend of SEK 1.30 per share has been proposed by the Board of Gambro and with the proposed record date April 7 2006. If the Gambro Annual General Meeting decides upon the proposed dividend, the adjusted Offer Price would be SEK 109.70.
According to the press release the acceptance period is expected to run from April 7 2006 to May 10 2006. The Offer is, among other conditions, conditional upon being accepted to such an extent that Indap becomes the owner of more than 90 percent of the total number of shares in Gambro. Investor is the largest owner in Gambro with 19.9 per cent of the shares and 26.3 per cent of the votes at the announcement of the Offer. Investor has committed to transfer its shares to Indap upon completion of the Offer.
According to the press release, compared to Gambro"s historical trading average share price on the Stockholm Stock Exchange of SEK 85 for the last 3 months ending March 31 2006, the Offer Price represents a premium of 30.5 percent (the corresponding premium on a cash free basis is 39.0 per cent). Compared to the closing share price on the SSE on March 31, 2006, the last trading day before the announcement of the Offer, of SEK 93 per series A share, the Offer Price represents a premium of 19.4 percent (the corresponding premium on a cash free basis is 24.2 percent).
The Board of Directors of Gambro has allowed a limited confirmatory due diligence prior to the announcement of the Offer since the Board of Directors considered that the possible offer was of interest for a decision by the shareholders. Furthermore, EQT and Investor have been presented with the speech, which Sören Mellstig, CEO and President will give at the annual general meeting of shareholders on April 4, 2006. Therefore, the speech is publicly disclosed in a separate press release simultaneously here with.
The recommendation by the board of directors
The Board of Directors has based its recommendation on an assessment of factors that the Board of Directors has deemed relevant in relation to the Offer, including, but not limited to assumptions regarding Gambro"s businesses and financials.
Gambro"s Board of Directors has been assisted by financial and other advisors in relation to the evaluation of the Offer. Carnegie Investment Bank AB and Lazard Freres & Co. LLC have delivered fairness opinions to the Board of Directors of Gambro to the effect that, as of the date of the Offer and based upon and subject to the assumptions, considerations and limitations set forth therein and other factors each of them has deemed relevant, the Offer is fair, from a financial point of view, to the shareholders of Gambro.
Based on the above, the Board of Directors recommends Gambro"s shareholders to accept the Offer.
This statement shall in all respects be governed by and construed in accordance with Swedish law. Any dispute arising out of or in connection with this statement shall be settled exclusively by Swedish courts.
Stockholm 3 April 2006
Gambro AB Board of Directors
For further information please contact: Paula Treutiger, Vice President, Corporate Communications, tel. +46-8-613 65 99, +46-73-366 65 99 Fredrik Dalborg, Director, Investor Relations, Corporate Finance, tel. +46-8-613 65 84, +46-73-366 65 84