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Share 2016-09-30 11:51 RATOS B 40.34 SEK

Ratos and 3i to make a joint cash offer of SEK 8.3 billion for Atle and divide the portfolio

2001-02-19

Ratos and 3i to make a joint cash offer of SEK 8.3 billion for Atle and divide the portfolio

Ratos will thus become a focused private equity company


Ratos and Europe's leading private equity company, 3i, are forming a joint company to make a cash offer for Atle. The offer represents a price per Atle share of SEK 153, corresponding to a value of approximately SEK 8.3 billion. The offer is conditional among other things on Atle also distributing Studsvik to its shareholders. Atle's board has unanimously recommended Atle's shareholders to accept the offer.

The formal press release concerning the offer is attached as an appendix to this press release.

Ratos and 3i are making a joint offer for all the shares in the listed private equity company Atle. The offer will be implemented via the 50/50-owned Swedish company Woodrose Invest AB, which has been formed to carry out the deal. Atle's board today announced its unanimous recommendation to its shareholders to accept the offer.

The offer corresponds to SEK 153 per share and is among other things conditional on Studsvik's prior distribution to Atle's shareholders. At Atle's Annual General Meeting, which is expected to be held on 19 April, Atle's board will submit a proposal for the distribution of Studsvik to its shareholders. Atle's holding in Studsvik has a book value of approximately SEK 9 per share, which when combined with the cash offer of SEK 153 per share equals approximately SEK 162 per Atle share. This corresponds to 25.8 per cent more than the average price for the Atle share in the 30 days immediately prior to the offer. Should a dividend be paid to Atle's shareholders for the 2000 financial year, the cash offer will be reduced by a corresponding amount.

Background to the offer
This deal is a natural step in Ratos's strategy to become a leading Swedish private equity company. The goal is that 100 per cent of assets should consist of active holdings, of which 60-90 per cent will be in unlisted companies.

Ratos is convinced that the opportunities to create value are greatest in unlisted companies. Being one of Sweden's leading private equity companies with a focus on large and medium-sized companies, makes Ratos an attractive investment alternative for everyone who wishes to participate in value creation in unlisted companies. To an even greater extent than before, Ratos offers an investment alternative in a sector which normally is beyond the reach of the small investor.

"The transaction enables us to quickly and forcefully increase the share of private equity in our portfolio," says Ratos CEO Arne Karlsson. "We acquire a number of interesting companies with good prospects of further value growth. This creation of value further increases our shareholders´ possibilities of receiving a good return on their investment in Ratos. "

Atle's investment portfolio comprises more than 100 small and medium-sized unlisted companies in different sectors, mainly within Swedish industry and commerce. Several of Atle's investments are well suited for Ratos's portfolio in terms of size, focus and maturity. Ratos's strategy is to invest and be the principal owner in a limited number of medium-sized and large companies. By making a joint offer with 3i, Ratos can acquire the holdings from Atle's portfolio which best suit Ratos's strategy, while 3i can acquire a large number of companies for its recently started Swedish operation.

Ratos and 3i will share the holdings according to an approximate ratio of 40:60 by value. Ratos alone will acquire one wholly owned holding and one listed holding. In addition, Ratos and 3i will jointly own 10 holdings where Ratos's stake will vary between 28 and 50 per cent. These 12 investments represent a value for Ratos which totals approximately SEK 2.8 billion. 3i will take over 75 investments, mostly minority holdings. The remaining portfolio of approximately 19 wholly and partly owned companies will be owned jointly by Ratos and 3i. Ratos's investment in Atle is expected to amount to approximately SEK 3.2 billion.

If the offer is accepted and the acquisition can be carried out, Ratos's portfolio will contain 25 Active holdings. The following new holdings will be included among Ratos's Active holdings:

Company Ratos´s stake, %
Alimak + Hek International
Arcorus (Hägglunds Drives + GS Hydro)
DIAB
Gadelius KK
Haendig
Hilding Anders
Kronans Droghandel
Martinsson Gruppen
Programmera
Sweden On Line
Haglöfs
HL Display AB
50
49
48
50
49
28
49
50
46
50
100
29


Co-operation with 3i
3i, which was founded in 1945 in the UK, today has 38 offices in three continents. 3i's market capitalisation is today approximately SEK 117 billion. 3i is Europe's leading private equity company with more than 2,800 holdings in different sectors throughout Europe. Co-operation with 3i will give Ratos a partner with a substantial bank of knowledge and experience, as well as an international network which can also be used for future co-operation and global exits.

Financing
Ratos and 3i have extended unconditional loan facilities to Woodrose Invest AB. Ratos will mainly finance the acquisition by divesting parts of its assets management portfolio. No Active holding will be sold to finance the acquisition of Atle.

Timetable
A prospectus containing more detailed information about the offer is expected to be distributed to Atle's shareholders in early March 2001. The acceptance period for the offer is expected to begin from mid-March until shortly after Atle´s AGM, which is expected to be on 19 April 2001.

Additional information
- More information about the holdings in Atle is available on the company's website www.atle.se
- The formal press release concerning the offer is attached as an appendix to this press release.

For additional information, please contact:

Arne Karlsson, CEO, Ratos, +46 8 700 17 00
Clara Bolinder-Lundberg, Head of Corporate Communications, Ratos, +46 8 700 17 49