Recommended public tender offer of SEK 190 in cash for each share of Fastighets AB Tornet
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Lehman Brothers Real Estate Partners, L.P. and related funds ("LBREP") and Ratos AB (publ) ("Ratos") (together the "Bidders") announce a recommended cash offer
to purchase all of the outstanding shares of Fastighets AB Tornet (
). The Offer will be made through LRT Acquisition AB ("LRT Acquisition"), a Swedish company indirectly owned by LBREP at
60% and Ratos at
- The Offer is SEK 190 in cash for each share in Fastighets AB Tornet ("Tornet" or the "Company"). The Offer values the total outstanding share capital of Tornet at approximately SEK 4,914 million. No commission will be charged.
- Bid premium. The Offer represents a premium of 15.5% to the average closing price of Tornet's shares during the last six months prior to the announcement of the Offer.
- Tornet Board recommendation. The Board of Directors of Tornet unanimously recommends that the shareholders in Tornet accept the Offer and has indicated that they will support the Offer in respect of their entire individual shareholdings.
- Undertakings to tender and conditional purchases total 55.0% of the votes and capital in Tornet. Shareholders representing 32.3% of the total number of votes and capital in Tornet have undertaken to accept the Offer in respect of their entire shareholdings. In addition, shareholders owning shares representing in total 22.7% of the votes and capital in Tornet have entered into agreements with LBREP and Ratos whereby LRT Acquisition will purchase these shares, provided that the Offer is declared unconditional. The undertaking to tender and the conditional purchases total 55.0% of the votes and capital in Tornet. Furthermore, shareholders together representing 1.7% of the total number of votes and capital in Tornet have indicated that they will support the Offer.
- Offer document. An offer document detailing the Offer is expected to be distributed to Tornet's shareholders during the period 28 to 31 October 2003.
- Acceptance period and settlement. The acceptance period is expected to begin on or around 31 October 2003 and end on or around 21 November 2003. Acceptance forms will be handled by FöreningsSparbanken/Swedbank Markets. Provided that the Offer is declared unconditional no later than 28 November, cash settlement is expected to occur on 5 December 2003.
- The Swedish take-over rules issued by Näringslivets Börskommitté. The Swedish take-over rules issued by Näringslivets Börskommitté and statements by the Securities Council regarding the application and interpretation of these rules apply to the Offer.