The Board of Arcam unanimously recommends the shareholders of Arcam to accept the increased offer by GE
This statement (the “Statement”) is made by the Board of Directors (the “Board”) of Arcam AB (publ) (“Arcam” or the “Company”) pursuant to Section II.19 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).
On September 6 2016, General Electric Company announced, through its wholly-owned subsidiary General Electric Sweden Holdings AB (“GE”), a public cash offer to Arcam’s shareholders to transfer their shares in Arcam to GE for a consideration of SEK 285 per Arcam-share (the ”Offer”). On 18 October 2016, GE announced the outcome from the initial acceptance period in the Offer where the number of submitted shares in the Offer, together with the shares which GE has acquired in the market, amounted to approximately 40.42 percent of the total number of outstanding shares in Arcam. In connection herewith, GE extended the acceptance period up to and including 1 November 2016. On 27 October 2016, GE announced an increase of the consideration under the Offer to SEK 300 per Arcam-share, further extended the acceptance period up to and including 10 November 2016 as well as lowered the acceptance threshold condition to a minimum of 75 percent. For additional information regarding GE’s Offer and the conditions for the Offer, please refer to GE’s press release of 6 September 2016, GE’s press release of 18 October 2016, GE’s press release of 27 October 2016 as well as GE’s offer document in respect of the Offer. All these documents are available at www.geaviation.com/additive/arcam-ab.
The Board’s evaluation of the increased Offer
The Board has previously unanimously recommended the Arcam shareholders to accept the Offer by GE of SEK 285 per share. For more information about the Board’s assessment of GE’s Offer and the reasons for its recommendation, including its opinion on the effects the implementation of the Offer may have on Arcam, specifically employment, and its views on GE’s strategic plans for Arcam and the effect these may be expected to have on employment and the places where Arcam conducts its business, please refer to the Board’s statement of 6 September 2016 which is available at http://www.arcamgroup.com/investor-relations/press-releases/
GE’s increase of the Offer to SEK 300 per Arcam-share corresponds to a premium of 76.16 percent compared to the volume weighted average price of SEK 170.30 during the last 30 trading days prior to the announcement of the Offer on 6 September 2016. The Board of Arcam reiterates its unanimous recommendation to the shareholders to accept the offer by GE and notes that the condition for the acceptance threshold has been lowered to a minimum of 75 percent. However, each of Arcam’s shareholders is responsible for weighing the advantages and disadvantages and making their own decision as to whether to accept or reject the Offer, considering the totality of the circumstances, their own individual circumstances and their personal assessment of the market conditions and the opportunities for future development of the share price of Arcam. The Board does not assume any responsibility for whether an acceptance or a rejection of the Offer subsequently would prove to be financially unfavorable.
In addition, it can be noted that several institutional investors, among them Första AP-fonden and Handelsbankens Fonder, have accepted and recommend the Offer.
This Statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from the Statement shall be settled exclusively by Swedish courts.
Arcam has retained Carnegie Investment Bank as financial adviser and Baker & McKenzie as legal adviser.
For further information:
Magnus René, CEO and President, Arcam
Cell: 46 702 79 89 99 or 1 781 266 6957
E-mail: magnus [dot] rene [at] arcam [dot] com