Public Offer for AcadeMedia AB from EQT
Statement of the bid committee of AcadeMedia AB (publ) in relation to the public offer by EQT V to all shareholders in AcadeMedia AB (publ)
WED, APR 28, 2010 09:45 CET
Background This statement is made by the bid committee (the “Bid Committee”) of AcadeMedia AB (publ) (“AcadeMedia” or the “Company”) pursuant to item II.19 of the NASDAQ OMX Stockholm’s rules regarding public offers on the stock market (the “Takeover Rules”). EQT V Limited (”EQT V”) has today, through Svensk Utbildning Intressenter Holding AB (”Svensk Utbildning Intressenter”), announced a public offer to the shareholders in AcadeMedia to tender all shares in AcadeMedia to Svensk Utbildning Intressenter (“Svensk Utbildning Intressenter’s offer”). Svensk Utbildning Intressenter offers SEK 190 in cash for each share in AcadeMedia. The offered price by Svensk Utbildning Intressenter of SEK 190 per share exceeds the offered price of SEK 170 by Providence International Education AB (”Providence”) in its offer, which was announced on 22 April 2010, with an amount of SEK 20 (corresponding to approximately 11.8 percent). Shareholders together representing approximately 31 percent of the total number of shares in AcadeMedia have communicated their support for Svensk Utbildning Intressenter’s offer of SEK 190 per share in AcadeMedia, and thus that such owners do not intend to accept Providence’s offer of SEK 170 per share.
The acceptance period for Svensk Utbildning Intressenter’s offer is expected to commence around 12 May 2010 and to end around 2 June 2010. The offer is, inter alia, conditional upon the offer being accepted to the extent that Svensk Utbildning Intressenter becomes the owner of more than 90 percent of the total number of shares in AcadeMedia. Considering that EQT V in its contacts with the Bid Committee has indicated a bid level per share exceeding SEK 170 by more than 5 percent, the Bid Committee has allowed EQT V to perform a limited due diligence review of confirmatory nature in relation to the preparation of Svensk Utbildning Intressenter’s offer and has in connection therewith also met with the management of AcadeMedia. For further details about Svensk Utbildning Intressenter’s offer, reference is made to Svensk Utbildning Intressenter’s announcement that was published today.
Bure Equity AB (publ) (“Bure”) and Bengt Ekberg and his wholly owned company LBS Intressenter AB (“LBS”), together holding shares in AcadeMedia equivalent to about 17.4 percent of all outstanding shares and votes in AcadeMedia, have through agreements with Providence dated 6 April 2010 and 22 April 2010, respectively, unconditionally and irrevocably undertaken to accept Providence’s offer. The obligation to tender shares to Providence according to these undertakings is subject to the consummation of Providence’s offer. As a consequence of the above mentioned undertakings, the board members Patrik Tigerschiöld, Björn Björnsson and Ann-Sofi Lodin, whom are all board members or senior management in Bure, and Bengt Ekberg, who also is board member in LBS, have not participated in the board of directors’ of AcadeMedia handling of issues relating to neither Providence’s offer, nor Svensk Utbildning Intressenter’s offer.
As previously announced, the board of directors of AcadeMedia has decided to appoint a special bid committee to manage bid related matters consisting of the two board members Josef Elias and Helen Fasth Gillstedt. The recommendation by the Bid Committee The Bid Committee has based its recommendation on Svensk Utbildning Intressenter’s offer on an assessment of factors which the Bid Committee has deemed relevant in evaluating the offer. These factors include, but are not limited to, AcadeMedia’s current position, the Company’s expected future development and potential, and opportunities and risks related thereto. The Bid Committee also notes that Svensk Utbildning Intressenter’s offer exceeds Providence’s offer by approximately 11.8 percent. The Bid Committee’s assessment is furthermore based on a new fairness opinion from Öhrlings PricewaterhouseCoopers, Appendix A, to the effect that Svensk Utbildning Intressenter’s offer is favorable from a financial point of view to the shareholders in AcadeMedia (subject to the assumptions and considerations set forth therein).
The fairness opinion will be published in the offer document which is prepared in connection with Svensk Utbildning Intressenter’s offer. Based on the above, the Bid Committee unanimously recommends the shareholders in AcadeMedia to accept Svensk Utbildning Intressenter’s offer. The Bid Committee simultaneously withdraws its recommendation of 22 April 2010 to accept Providence’s offer. The Bid Committee notes that there currently are two public offers outstanding to the shareholders in AcadeMedia. In the opinion of the Bid Committee it is in the interest of all shareholders that there is a clear difference between the price levels in the outstanding offers to reduce the risk that none of the offers are consummated. Furthermore, the Bid Committee considers it important for AcadeMedia and its employees that the bid processes will not be lengthy. Pursuant hereto the Bid Committee will address Providence in writing and require that its offer is either withdrawn or increased to a level not insignificantly higher than Svensk Utbildning Intressenter’s offer.
Under the Takeover Rules, the Bid Committee is required, on the basis of Svensk Utbildning Intressenter’s statement in the announcement of the offer, to make public its opinion on the effects that the implementation of Svensk Utbildning Intressenter’s offer may have on AcadeMedia, especially on employment, and its view on Svensk Utbildning Intressenter’s strategic plans for AcadeMedia and the effect that these may have on employment and the locations where AcadeMedia carries on its business. Based on the information submitted by Svensk Utbildning Intressenter in connection with the announcement of its offer, the Bid Committee does not expect the offer to have any significant impact on either employees, including conditions of employment, or on those sites where AcadeMedia currently conducts business.
This statement has been announced in both a Swedish and an English language version. In the event of any discrepancy between the language versions, the Swedish language version shall prevail. 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 on 28 April 2010 AcadeMedia AB (publ) Bid Committee Advisors Lenner & Partners is financial advisor and Vinge is legal advisor to AcadeMedia.
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