ARCAM AKTIEBOLAG (PUBL)

Transcription

1 Offer to Purchase for Cash all issued and outstanding ordinary shares and American Depositary Shares (each ADS representing the right to receive one ordinary share) of ARCAM AKTIEBOLAG (PUBL) at SEK 285 Per Share by GE SWEDEN HOLDINGS AB, an indirect wholly-owned subsidiary of General Electric Company within the GE Aviation operating unit THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., CENTRAL EUROPEAN TIME (11:00 A.M., NEW YORK TIME), ON OCTOBER 14, 2016, UNLESS THE OFFER IS EXTENDED. GE Sweden Holdings AB ( GE ), Swedish company registration number , a Swedish limited liability company within the GE Aviation operating unit and an indirect, wholly-owned subsidiary of General Electric Company, a New York corporation ( Parent ), is offering to purchase all the issued and outstanding ordinary shares in the capital of Arcam Aktiebolag (publ) (the Company ), Swedish company registration number , a Swedish limited liability company, including all American depositary shares (each an ADS ), each ADS representing the right to receive one ordinary share (the Offer ), at a price of SEK 285 per share, in cash, without interest thereon, less any required tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase, dated September 6, 2016 (as it may be amended and supplemented from time to time, this Offer to Purchase ) and in the related Acceptance Form and ADS Letter of Transmittal. The period during which shareholders and ADS holders can offer their ordinary shares and ADSs to GE begins on September 7, 2016 and ends at 5.00 p.m. Central European Time (11:00 a.m. New York time) on October 14, 2016, unless otherwise extended in accordance with the provisions of this Offer to Purchase. The Offer is not conditioned upon the receipt of financing. However, the Offer is subject to various other conditions. A summary of the principal terms of the Offer appears on pages 5 through 11 of this Offer to Purchase. You should read this entire Offer to Purchase carefully before deciding whether to accept the Offer. On September 5, 2016, the last full trading day before the public announcement of the Offer, the closing price of the Company s ordinary shares reported on Nasdaq Stockholm, Mid Cap was SEK 186 per share. You should obtain a recent quotation for your ordinary shares or ADSs prior to deciding whether or not to accept the Offer. The Offer under this Offer to Purchase is part of a single offer that is being made on the same terms in Sweden, the United States, the United Kingdom and other jurisdictions. In addition to this Offer to Purchase, an offer document has been prepared in Swedish and registered with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) in accordance with the provisions of Chapter 2, Section 3 of the Takeover Act and Chapter 2 a, Section 9 of the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella instrument). The Offer will not be submitted to the review or registration procedures of the U.S. Securities and Exchange Commission or any other regulator outside of Sweden. The Offer has not been approved or recommended by any governmental securities regulator. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Offer or passed upon the merits or fairness of the Offer or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense. The distribution of this Offer to Purchase and any separate documentation related to this Offer and the making of this Offer may, in some jurisdictions, be restricted. This Offer to Purchase and any separate documentation related to this Offer do not constitute an offer to buy or a solicitation of an offer to sell shares or ADSs in the Company under circumstance in which this Offer or solicitation is unlawful. Persons who come into possession of the Offer to Purchase or other separate documentation relating to this Offer should inform themselves of and observe all of these restrictions. Any failure to comply with these restrictions may constitute a violation of the applicable securities laws of that jurisdiction. None of GE, Parent or any of their respective officers, directors, employees, advisors, affiliates or agents assume any responsibility for any violation by any person of any of these restrictions. Any holder of ordinary shares or ADSs in the Company who is in any doubt as to his, her or its position should consult an appropriate professional advisor without delay.

2 IMPORTANT If you wish to accept the Offer with respect to all or any portion of your ordinary shares or ADSs before the Offer expires, you should follow the instructions below: If you hold ADSs in registered form, either in American depositary receipt ( ADR ) form or in uncertificated form through the facilities of The Depository Trust Company ( DTC ), you must tender ADSs to Computershare Trust Company, N.A. (the U.S. Settlement Agent ) by delivering to it a properly completed and duly executed ADS Letter of Transmittal before the expiration of the Offer on October 14, 2016, at 5.00 p.m., Central European Time (11:00 a.m., New York time), unless we extend the Offer. The ADS Letter of Transmittal and other associated forms are available upon request from the U.S. Settlement Agent. If your ADRs are not available, you may also follow the guaranteed delivery procedures described in this Offer to Purchase in Section 4 Acceptance of the Offer by Shareholders and Tender Procedures Guaranteed Delivery Procedures for ADS. The ADS Letter of Transmittal properly completed and duly executed, together with the corresponding ADRs, if applicable, should only be sent to the U.S. Settlement Agent and should not be sent to GE, the Company, Svenska Handelsbanken (the Swedish Settlement Agent ), Citibank N.A. (as the depositary for the ADSs) or Innisfree M&A Incorporated (the Information Agent ). Detailed instructions are contained in the ADS Letter of Transmittal and in Section 4 Acceptance of the Offer by Shareholders and Tender Procedures Acceptance by Holders of ADSs. If you hold your ADSs or ordinary shares through a broker, dealer, trust company, bank or other nominee, you must contact your broker, dealer, trust company, bank or other nominee and acceptances must be made in accordance with the instructions received by such intermediary. Please note the relevant broker, dealer, trust company, bank or other nominee may set an earlier deadline for communication by shareholders in order to permit such intermediary to communicate acceptances to the Swedish Settlement Agent in a timely manner. Accordingly, if you hold ADSs or ordinary shares, directly or indirectly, through a broker, dealer, trust company, bank or other nominee, you should contact your broker, dealer, trust company, bank or other nominee to obtain information about the deadline by which you must accept the Offer and comply with the dates communicated by such intermediary. Such dates may differ from the dates and times noted in this Offer. If you are a holder whose ordinary shares are directly registered with Euroclear Sweden AB (the Swedish Central Securities Depository and Clearing Organization), you must submit an Acceptance Form in accordance with the instructions appearing on such Acceptance Form and deliver it, with any other documents required by the Acceptance Form, to the Swedish Settlement Agent at one of the addresses set forth on the Acceptance Form before the expiration of the Offer on October 14, 2016, at 5.00 p.m., Central European Time (11:00 a.m., New York time), unless we extend the Offer. Detailed instructions are contained in the Acceptance Form and in Section 4 Acceptance of the Offer by Shareholders and Tender Procedures Acceptances by Holders of Ordinary Shares. Questions and requests for assistance may be directed to the Information Agent at its address and telephone number set forth on the back cover page of this Offer to Purchase. Additional copies of this Offer to Purchase, the Acceptance Form, the ADS Letter of Transmittal and other related materials may be obtained from the Information Agent or from your broker, dealer, commercial bank, trust company or other nominee. Copies of these materials may also be found on GE Aviation s website at September 6, 2016

3 CONTENTS Page IMPORTANT INFORMATION... 1 SUMMARY TERM SHEET... 5 INTRODUCTION THE OFFER Terms of the Offer Expiration; Extension of the Offer; Termination; Amendment Settlement and Payment for Shares Acceptance of the Offer by Shareholders and Tender Procedures Withdrawal Rights Certain Income Tax Consequences of the Offer Price Range of Shares; Dividends Compulsory acquisition and De-listing Certain Information Concerning the Company Certain Information Concerning GE, GE Aviation and Parent Source and Amount of Funds Background of the Offer Purpose of the Offer Conditions of the Offer Other Transactions between the Company or its Subsidiaries and GE or its Affiliates Certain Legal Matters; Regulatory Approvals Fees and Expenses Miscellaneous SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF PARENT i

4 IMPORTANT INFORMATION THIS OFFER TO PURCHASE IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION This Offer to Purchase has been prepared with reference to the offer, by GE Sweden Holdings AB ( GE ), Swedish company registration number , a Swedish limited liability company within the GE Aviation operating unit ( GE Aviation ) and an indirect, wholly-owned subsidiary of General Electric Company, a New York corporation ( Parent and together with its subsidiaries, the GE Group ), to the shareholders in Arcam Aktiebolag (publ), Swedish company registration number , a Swedish limited liability company (the Company ), to tender for all ordinary shares in the Company to GE (the Offer ). The Offer under this Offer to Purchase is part of a single offer that is being made on the same terms in Sweden, the United States, the United Kingdom and other jurisdictions. In addition to this Offer to Purchase, an offer document has been prepared in Swedish (the SWE Offer Document ) and registered with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) ( SFSA ) in accordance with the provisions of Chapter 2, Section 3 of the Swedish Act on Public Takeovers on the Stock Market (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden) (the Takeover Act ) and Chapter 2 a, Section 9 of the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella instrument). The SFSA s approval and registration does not imply that the SFSA guarantees that the factual information provided in the SWE Offer Document or this Offer to Purchase is correct or complete. This Offer to Purchase has been prepared in English for holders of American depositary shares ( ADSs ) in the Company and holders of ordinary shares in the Company resident in the United States. This Offer to Purchase, including the related Acceptance Form and ADS Letter of Transmittal, contains important information. This Offer to Purchase, or the SWE Offer Document, should be read carefully before any decision is made with respect to the Offer by GE, which is described below. The information in this Offer to Purchase purports to be accurate only as of 8:30 a.m. Central European Time (2:30 a.m. New York Time) on the date of this Offer to Purchase. No representation is made that it was or will remain accurate on any other date. The information in this Offer to Purchase is furnished solely for the purpose of the Offer and may not be relied upon for any other purposes. The information regarding the Company included on pages in this Offer to Purchase has been extracted from the Company s website and other information made public by the Company. GE does not represent that the information included herein with respect to the Company is accurate or complete, and does not take any responsibility for such information being accurate or complete. Morgan Stanley & Co. LLC and its affiliates, including without limitation, Morgan Stanley & Co. International plc. ( Morgan Stanley ) is acting as exclusive financial advisor and Handelsbanken Capital Markets is acting as transaction advisor only to GE in relation to the Offer and are not responsible for providing advice to any other party. In connection with such matters, Morgan Stanley, Handelsbanken Capital Markets, and their respective affiliates, and each of their and their respective affiliates directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer to Purchase, or any other matter referred to herein. Except where it is explicitly stated, no information in this Offer to Purchase has been audited or reviewed by auditors. Applicable law and disputes This Offer to Purchase has been prepared in accordance with the laws of Sweden, as well as relevant rules and regulations applicable to public offers in Sweden. Swedish law, the rules of Nasdaq Stockholm, Mid Cap ( Nasdaq Stockholm ) regarding public offers on the stock market (February 1, 2015) (the Takeover Rules ), the Swedish Securities Council s (Sw. Aktiemarknadsnämnden) rulings regarding interpretation and application of the Takeover Rules, and, where applicable, the Swedish Securities Council s former rulings regarding interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee s (Sw. Näringslivets Börskommitté) former rules on public offers, are applicable to the Offer. In accordance with the Takeover Act, GE has, on September 5, 2016, undertaken towards Nasdaq Stockholm to comply with the Takeover Rules, the -1-

5 Swedish Securities Council s rulings regarding interpretation and application of the Takeover Rules, and, where applicable, the Swedish Securities Council s former rulings regarding interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee s former rules on public offers on the stock market, and submit to the sanctions that Nasdaq Stockholm may decide upon in event of infringement of the Takeover Rules. GE informed the SFSA about the Offer and the above mentioned undertaking on September 6, This Offer is, and any tender, purchase, acceptance or delivery of ordinary shares and ADSs will be, principally governed by and construed in accordance with the laws of Sweden and the laws of the United States, as applicable. Without prejudice to any jurisdiction of a United States court to hear claims in respect of the Offer brought under applicable United States laws, the district court of Stockholm (Sw. Stockholms tingsrätt) and its appellate courts have exclusive jurisdiction to settle any disputes which might arise out of or in connection with any tender, purchase, acceptance or delivery of ordinary shares and ADSs, including, but not limited to, related disputes as they may apply to the Offer. Accordingly, such legal action or proceedings must be brought exclusively before such courts. Information for holders of shares in the Company outside Sweden and the United States The Offer is not being made to, and acceptances are not approved from, persons whose participation in the Offer requires (i) that an additional offer document be prepared or registration effected or (ii) that measures be taken in addition to those required under Swedish or U.S. law, except where there is an applicable exemption. This Offer to Purchase, the Acceptance Form, the ADS Letter of Transmittal or any other documentation related to the Offer will not be distributed in and must not be mailed to or otherwise distributed into any country in which such distribution would require any such additional measures or would be in conflict with any law or regulation in such country. GE will not permit or sanction any such distribution. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, , telex, telephone and the Internet) in or into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. As a result, this Offer to Purchase, the Acceptance Form, the ADS Letter of Transmittal or other documentation relating to the Offer will not, and may not, be sent by mail or in any other way be distributed, forwarded or transmitted to, from or within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. GE will not pay any consideration pursuant to the Offer to, or accept Acceptance Forms and ADS Letters of Transmittal from, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. Notwithstanding the foregoing, GE reserves the right to permit the Offer to be accepted by persons not resident in Sweden or the United States if, in its sole discretion, GE is satisfied that such transaction can be undertaken in compliance with applicable laws and regulations. The Offer will not be submitted to the review or registration procedures of the U.S. Securities and Exchange Commission or any other regulator outside of Sweden. The Offer has not been approved or recommended by any governmental securities regulator. As applicable, GE will comply with Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ) in connection with the Offer. The Offer is being made in the United States in reliance on the Tier II exemption from certain requirements of the Exchange Act and is principally governed by the regulations and procedures of Sweden, which are different from those of the United States, including with regard to withdrawal rights and timing of payments. To the extent that the Offer is subject to the U.S. securities laws, they apply only to holders of shares and ADSs in the Company in the United States and no other person has any claims under such laws. In accordance with applicable Swedish laws and regulations and pursuant to Rule 14e-5(b)(12) under the Exchange Act, GE or certain of its representatives may from time to time make certain purchases of, or arrangements to purchase, shares in the Company outside of the United States, other than pursuant to the Offer, during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases will not be made at prices higher than the -2-

6 price of the Offer provided in this announcement unless the price of the Offer is increased accordingly. Information on any such purchases will be disclosed to the extent required by Swedish law or rules or regulations and, if so disclosed, will also be disclosed in the United States. Special Notice to Holders in Switzerland. The Swiss takeover regulations contained in article 22 et seq. of the Swiss Federal Act on Stock Exchanges and Securities Trading are not applicable to this Offer. Therefore this Offer has not been submitted to or approved by any Swiss regulatory body. If you are resident in a country outside of Sweden, it may be difficult for you to enforce rights and claims arising out of the laws of your country of residency, since the Company is incorporated in Sweden and some or all of its officers and directors may be residents of a country other than your country of residency. You may not be able to sue, in a court of your country of residency, a foreign company or its officers or directors for violations of the laws of your country of residency. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court of your country of residency. Your receipt of cash pursuant to the Offer may be a taxable transaction under applicable tax laws, including those of your country of residency. Each of you is urged to consult your independent professional advisor immediately regarding the tax consequences of acceptance of the Offer. None of GE, Parent, any of their respective directors or any persons involved in the Offer accept responsibility for any tax effects on or liabilities of any person as a result of the acceptance of the Offer. This Offer to Purchase contains information in respect of U.S. taxation and does not include any information in respect of overseas taxation. The SWE Offer Document contains information in respect of taxation in Sweden. Forward-looking statements This Offer to Purchase includes forward-looking statements that is, statements related to future, not past, events. In this context, forward-looking statements often address the GE Group s expected future business and financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan, believe, seek, see, will, would, or target. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and involve known and unknown risks and uncertainties, many of which are beyond the GE Group s control and all of which are based on the GE Group management's current beliefs and expectations about future events. These forwardlooking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. No assurance can be given that such future results will be achieved. These or other uncertainties may cause the GE Group s actual future results to be materially different than those expressed in the GE Group s forward-looking statements. The GE Group does not undertake to update its forward-looking statements. These risks, uncertainties and assumptions include, but are not limited to, the acceptance of the Offer by holders of ordinary shares and ADSs to an extent such that their ordinary shares and ADSs, together with any shares owned by GE, represent more than ninety per cent of the outstanding shares in the Company on a fully diluted basis, which is a condition to the consummation of the Offer to purchase, the ability of GE to obtain the requisite regulatory approvals required to complete the Offer to purchase, the satisfaction of the other conditions to the consummation of the proposed transactions, the timing of completion of the proposed Offer to purchase, and the impact of the announcement or consummation of the proposed transactions on the relationships of the GE Group and the Company, including with employees, suppliers and customers. In addition, there can be no assurance that the Offer to purchase will result in the consummation of an acquisition of the Company. These and other important factors, including those discussed under Risk Factors included in the GE Group s Consolidated Annual Report on Form 10-K for the year ended December 31, 2015, may cause the GE Group's actual events or results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements contained in this Offer to Purchase. Such forward-looking statements contained in this Offer to Purchase speak only as of the date of this Offer to Purchase. The GE Group expressly disclaims any obligation or undertaking to update these forward-looking statements contained in this Offer to Purchase to reflect any change in the GE Group s expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law. -3-

7 More detailed information about these and other factors is set forth in the Annual Report on Form 10-K, which is available on the GE Group s Investor Relations website at and has also been filed with the U.S. Securities and Exchange Commission. -4-

8 SUMMARY TERM SHEET This summary term sheet highlights important information contained in this Offer to Purchase, dated September 6, 2016 (as it may be amended and supplemented from time to time, this Offer to Purchase ), but it is intended to be an overview only and may not contain all the information that is important to you. You should carefully read this Offer to Purchase and the accompanying Acceptance Form and ADS Letter of Transmittal in their entirety because the information in this summary term sheet is not complete and additional important information is contained in the remainder of this Offer to Purchase and the Acceptance Form and ADS Letter of Transmittal. In this Offer to Purchase, unless the context otherwise requires, all references to we, our and us refer to GE Sweden Holdings AB ( GE ), Swedish company registration number , a Swedish limited liability company within the GE Aviation operating unit ( GE Aviation ) and an indirect whollyowned subsidiary of the General Electric Company, a New York corporation ( Parent and together with its subsidiaries, the GE Group ); all references to the Company refer to Arcam Aktiebolag (publ), Swedish company registration number , a Swedish limited liability company; all references to U.S. or United States refer to the United States of America, its territories, possessions and all areas subject to its jurisdiction; a business day refers to any day other than a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in Stockholm, Sweden or New York, New York, United States; all references to SEK refer to Swedish Krona and $ refer to U.S. dollars; all references to shares refer to the Company s ordinary shares, including all American depositary shares (each an ADS ), each ADS representing the right to receive one ordinary share. Unless otherwise expressly provided in this Offer to Purchase, all references to time are references to Central European Time ( CET ). What securities are you offering to purchase? We are offering to purchase all the ordinary shares of the Company, including all ADSs. The ordinary shares are listed on Nasdaq Stockholm, Mid Cap ( Nasdaq Stockholm ) under the symbol ARCM. The ADS are unlisted. See Introduction and Section 1 Terms of the Offer. Who is offering to purchase my shares? The Offer is being made by GE, an indirect wholly-owned subsidiary of GE Aviation. See Section 10 Certain Information Concerning GE, GE Aviation and Parent. What price are you offering to pay for my shares and what is the form of payment? We are offering to pay, in consideration for each ordinary share, an amount equal to SEK 285 per share, in cash, without interest and less any applicable withholding taxes. If you hold ordinary shares and accept the Offer, you will be paid such amount per share, on the terms and subject to the conditions and restrictions contained in this Offer to Purchase and the Acceptance Form. We are offering to pay, in consideration for each ADS, an amount equal to SEK 285 per share, in cash, without interest and less any applicable withholding taxes. If you hold ADSs and accept the Offer, you will be paid the U.S. dollar equivalent of such SEK amount, on the terms and subject to the conditions and restrictions contained in this Offer to Purchase and the ADS Letter of Transmittal. The U.S. dollar equivalent of such SEK amount will be calculated by using the spot market exchange rate for the U.S. dollar against SEK on the date on which funds are received by the Computershare Trust Company, N.A. (the U.S. Settlement Agent ) to pay for ADSs upon completion of the Offer. See Introduction and Section 1 Terms of the Offer. Why are you making the Offer? GE Group believes additive manufacturing is the next step in the GE Group s development as a Digital Industrial company. The Company is a respected player in the additive space as the inventor of EBM technology (Electron Beam Melting). The Company s strategy and offerings align to GE Group s vision of building its own expertise and capabilities in additive manufacturing to serve customers in the global industrial community, by providing greater productivity and enabling lower manufacturing cost. GE Group is -5-

9 committed to growing the Company s business, and plans to retain and expand the Company s current customer base. See Section 13 Purpose of the Offer. How long do I have to accept the Offer? The Offer is scheduled to expire on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless we extend the Offer. We do not presently expect to extend the Offer. If we decide to extend the Offer, we will announce any such extension by giving notice to the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the SFSA ) as well as issue a press release specifying the new expiration time, which will be issued at the earlier of the opening of trading on Nasdaq Stockholm or 9:00 a.m., New York time, on the next business day after the day on which the Offer is scheduled to expire. Subject to the applicable Swedish and U.S. rules and regulations, GE expressly reserves the right, in its sole discretion, at any time or from time to time, to: o o o o extend the Offer if any condition to the Offer is neither satisfied nor waived on any scheduled expiration time; to amend the terms of the Offer; to terminate the Offer; or to extend the expiration time for an additional period (or periods) until all of the conditions are either satisfied or waived. Unless we extend the Offer, if you do not accept the Offer prior to the expiration time on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), you will not have a subsequent opportunity to do so. See Introduction and Section 2 Expiration; Extension of the Offer; Termination; Amendment. How many shares are you seeking in the Offer? We are offering to purchase all of the issued and outstanding ordinary shares in the share capital of the Company, including any ADSs. See Introduction and Section 1 Terms of the Offer. Is the Offer contingent on a minimum number of shares being tendered? Our Offer is conditioned on the acceptance of the Offer by shareholders to an extent such that their shares, together with any shares owned by GE, represent more than ninety per cent of the outstanding shares on a fully diluted basis. See Section 1 Terms of the Offer. Is the Offer conditioned on financing, and is the financial condition or GE or Parent relevant to my decision to tender my shares in the Offer? Our Offer is not conditioned on obtaining financing. The offer consideration consists solely of cash, and the GE Group will finance the acquisition through cash on hand and existing credit facilities. See Introduction and Section 11 Source and Amount of Funds. What are the conditions to the Offer? We are not obligated to buy any shares in our Offer unless certain conditions have been satisfied or waived. Our Offer is conditional on: the Offer being accepted by shareholders to an extent such that their shares, together with any shares owned by GE, represent more than ninety per cent of the outstanding shares on a fully diluted basis; -6-

10 with respect to the Offer and the completion of the acquisition of the Company (i) the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions and the resolution of any investigations of or proceedings challenging the transaction, including from competition authorities, in each case on terms which, in GE s opinion, are acceptable and (ii) no proceedings challenging or seeking to restrain, limit or prohibit the transaction are pending or are threatened; no other party announcing an offer to acquire shares in the Company on terms that are more favorable to the shareholders of the Company than the Offer; neither the Offer nor the acquisition of the Company being wholly or partly prevented or materially adversely affected by any legislation or other regulation, any decision of court or public authority, or similar circumstance which is actually, or can reasonably be anticipated to be, outside the control of GE and which GE could not reasonably have foreseen at the time of announcement of the Offer; no circumstances, other than any circumstances that GE had knowledge of, or could have reasonably anticipated at the time the Offer was announced, having occurred that have or could be reasonably expected to have a material adverse effect upon the Company s sales, profit, liquidity, equity or assets; no information made public by the Company or disclosed by the Company to GE being materially inaccurate, incomplete or misleading, and the Company having made public all information which should have been made public by it; and the Company not taking any measures that typically are intended to impair the prerequisites for the implementation of the Offer. See Section 14 Conditions of the Offer. What is the position of the Company s board of directors with respect to the Offer? On September 6, 2016, the Company s board of directors unanimously recommended to shareholders to accept the Offer. I hold ADSs through a financial intermediary in book-entry form. What is the procedure for accepting the Offer? If you hold ADSs in book-entry form, all of which are held through the facilities of The Depositary Trust Company ( DTC ), and you wish to accept the Offer, you must instruct the financial intermediary through which you own your ADSs to arrange for such DTC participant holding the ADSs in its DTC account to tender such ADSs to the DTC account of the U.S. Settlement Agent through the book-entry transfer facilities of DTC prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless we extend the Offer. If you are unable to complete the procedure for book entry procedure on a timely basis, you may also follow the guaranteed delivery procedures described in this Offer to Purchase. See Section 4 Acceptance of the Offer by Shareholders and Tender Procedures Guaranteed Delivery Procedure for ADSs. I hold American depositary receipts, or ADRs, representing ADSs. What is the procedure for accepting the Offer? If you hold ADSs in registered form, either in ADR form or in uncertificated form and you wish to accept the Offer, you must tender ADSs to the U.S. Settlement Agent by delivering to the U.S. Settlement Agent a properly completed and duly executed ADS Letter of Transmittal prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless we extend the Offer. The ADS Letter of Transmittal and other associated forms are available upon request from the U.S. Settlement Agent. If your ADRs are not available, you may also follow the guaranteed delivery procedures described in this Offer to Purchase under Section 4 Acceptance of the Offer by Shareholders and Tender Procedures -7-

11 Guaranteed Delivery Procedures for ADSs. The ADS Letter of Transmittal properly completed and duly executed, together with the corresponding ADRs, if applicable, should only be sent to the U.S. Settlement Agent and should not be sent to GE, the Company, Svenska Handelsbanken AB (the Swedish Settlement Agent ), Citibank N.A. (as the depositary for the ADSs) or Innisfree M&A Incorporated. Detailed instructions are contained in the ADR Letter of Transmittal and in Section 4 Acceptance of the Offer by Shareholders and Tender Procedures Acceptance by Holders of ADSs. I hold ordinary shares through an intermediary. What is the procedure for accepting the Offer? If you hold your ordinary shares through a broker, dealer, trust company, bank or other nominee and you wish to accept the Offer, you must contact your broker, dealer, trust company, bank or other nominee and acceptances must be made in accordance with the instructions received by such intermediary. Please note that the relevant broker, dealer, trust company, bank or other nominee may set an earlier deadline for communication by shareholders in order to permit such intermediary to communicate acceptances to the Swedish Settlement Agent in a timely manner. Accordingly, holders of ordinary shares that are held, directly or indirectly, through a broker, dealer, trust company, bank or other nominee should contact their broker, dealer, trust company, bank or other nominee to obtain information about the deadline by which such shareholders must accept the Offer and comply with the dates communicated by such intermediary. Such dates may differ from the dates and times noted in this Offer. I hold ordinary shares in registered form. What is the procedure for accepting the Offer? If you are a holder whose ordinary shares are directly registered with Euroclear and you wish to accept the Offer, you must sign and submit an Acceptance Form in accordance with the instructions appearing on such Acceptance Form and deliver it, with any other documents required by the Acceptance Form, to the Swedish Settlement Agent at one of the addresses set forth on the Acceptance Form prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless we extend the Offer. Detailed instructions are contained in the Acceptance Form and in Section 4 Acceptance of the Offer by Shareholders and Tender Procedures Acceptance by Holders of Ordinary Shares. If I accept the Offer, when will I get paid? If you hold ADSs and accept the Offer, you will be paid, upon GE declaring that the Offer is unconditional, or otherwise deciding to complete the Offer, an amount by the U.S. Settlement Agent equal to the U.S. dollar equivalent of SEK 285, without interest thereon and less any applicable withholding taxes. Settlement for ADSs will be effected between three (3) to six (6) business days after GE deposits the relevant settlement amount with the U.S. Settlement Agent. The U.S. dollar equivalent of SEK 285 will be calculated by using the spot market exchange rate for the U.S. dollar against the Swedish Krona on the date on which funds are received by the U.S. Settlement Agent to pay for ADSs upon completion of the Offer. On September 5, 2016, the spot market exchange rate for the U.S. dollar against the Swedish Krona was $1.00 : SEK You should be aware that the Swedish Krona to U.S. dollar exchange rate prevailing on the date on which you tender your ADSs, and on the dates of dispatch and receipt of payment, may be different from the Swedish Krona to U.S. dollar exchange rate prevailing on the day on which funds are received by the U.S. Settlement Agent. In all cases, fluctuations in the Swedish Krona to U.S. dollar exchange rate are at the risk of accepting holders of ADSs. The U.S. Settlement Agent will act as agent for the purpose of receiving payments from GE and transmitting such payments to shareholders accepting the Offer with respect to ADSs. Upon the deposit of such funds with the U.S. Settlement Agent, GE s obligation to make such payment will be satisfied, and such shareholders must thereafter look solely to the U.S. Settlement Agent for payment of amounts owed to them. In such case, payment will be made provided the U.S. Settlement Agent has received (i) a properly completed and duly executed ADS Letter of Transmittal or a manually signed facsimile thereof, with any required signature guarantees, and (ii) any other documents stipulated by the ADS Letter of Transmittal. Payment for ADSs will be effected as set forth in the ADS Letter of Transmittal. The cash consideration paid to tendering holders of ADSs will be in U.S. dollars. -8-

12 If you hold ordinary shares, settlement will be effected by sending a transaction note to you. If the holding is registered in the name of a nominee, then settlement will be provided for by the nominee. We will begin paying the consideration offered to each shareholder, or return the ordinary shares (as applicable) as promptly as practicable upon GE declaring that the Offer is unconditional, or otherwise deciding to complete the Offer, and no later than five (5) business days thereafter. Assuming that such announcement is made no later than on or around October 19, 2016, settlement is expected to begin on or around October 24, The settlement amount for holders of ordinary shares shall be paid into the yield account connected to that shareholder s securities account. If the shareholder does not have a yield account connected to their securities account (or where the yield account is a bank giro or postal giro account), such shareholder will receive settlement in accordance with the instructions in the transaction note. In the event that the ordinary shares are pledged, payment will be made to the yield account or in accordance with the instructions in the transaction note. The cash consideration paid to tendering holders of ordinary shares will be in Swedish Krona. See Section 3 Settlement and Payment for Shares for further details. Until what time can I withdraw my tendered shares? Acceptances delivered or shares tendered pursuant to the Offer may be withdrawn, respectively, at any time prior to the expiration time on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless we extend the Offer. Following the expiration time, shareholders that have delivered Acceptance Forms or have tendered shares pursuant to the Offer will not be able to withdraw their acceptances or withdraw any such tendered shares. Financial intermediaries may set an earlier deadline for communication by shareholders in order to permit the financial intermediary to communicate withdrawals to the Swedish Settlement Agent or U.S. Settlement Agent, as applicable, in a timely manner. Accordingly, if a shareholder holding shares through a financial intermediary wishes to withdraw an acceptance or withdraw shares tendered pursuant to the Offer, such shareholder should contact the applicable financial intermediary to obtain information about the deadline by which such shareholders must withdraw an acceptance or withdraw such shares and comply with the dates communicated by such financial intermediary as such dates may differ from the dates and times noted in this Offer to Purchase. See Section 5 Withdrawal Rights. How do I withdraw tendered shares? If you tendered ADSs through a financial intermediary, such as a broker, dealer, trust company, bank or other nominee, you may withdraw such tendered ADSs by instructing your financial intermediary to deliver a notice of withdrawal to the U.S. Settlement Agent through the book-entry transfer facilities of DTC before the public announcement by GE that the conditions for the completion of the Offer have been satisfied, or, if such announcement has not been made during the acceptance period, prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless we extend the Offer. Please note that the relevant broker, dealer, trust company, bank or other nominee may set an earlier deadline for communication by shareholders in order to permit such intermediary to communicate withdrawals to the U.S. Settlement Agent in a timely manner. Accordingly, you should contact your broker, dealer, trust company, bank or other nominee to obtain information about the deadline by which you must withdraw any acceptance and comply with the dates communicated by such intermediary, as such dates may differ from the dates and times noted in this Offer to Purchase. If you tendered ADSs, you may withdraw such tendered ADSs by delivering to the U.S. Settlement Agent a properly completed and duly executed notice of withdrawal, guaranteed by an Eligible Institution (if the ADS Letter of Transmittal required a signature guarantee), before the public announcement by GE that the conditions for the completion of the Offer have been satisfied, or, if such announcement has not been made during the acceptance period, prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless we extend the Offer. (An Eligible Institution is a financial institution, including most commercial banks, savings and loan associations and brokerage houses, that is a participant in the Securities Transfer Agent Medallion Program or any other eligible guarantor institution, as such term is defined in applicable U.S. rules and regulations). -9-

13 If you accepted the Offer with respect to ordinary shares through a financial intermediary such as a broker, dealer, trust company, bank or other nominee, you must contact your broker, dealer, trust company, bank or other nominee and withdrawals must be made in accordance with the instructions provided by such intermediary before the public announcement by GE that the conditions for the completion of the Offer have been satisfied, or, if such announcement has not been made during the acceptance period, prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless we extend the Offer. Please note the relevant broker, dealer, trust company, bank or other nominee may set an earlier deadline for communication by shareholders in order to permit such intermediary to communicate withdrawals to the Swedish Settlement Agent in a timely manner. Accordingly, you should contact your broker, dealer, trust company, bank or other nominee to obtain information about the deadline by which you must withdraw any acceptance and comply with the dates communicated by such intermediary, as such dates may differ from the dates and times noted in this Offer to Purchase. If you tendered ordinary shares by signing and submitting an Acceptance Form, your withdrawal must be made in writing and received by Swedish Settlement Agent before the public announcement by GE that the conditions for the completion of the Offer have been satisfied, or, if such announcement has not been made during the acceptance period, prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless we extend the Offer. See Section 5 Withdrawal Rights. If I decide not to accept the Offer, how will the Offer affect me? If you decide not to accept the Offer and the settlement of the Offer occurs, and if GE, whether in connection with the Offer or otherwise, obtains more than ninety per cent of the ordinary shares including ADSs representing ordinary shares, then as soon as possible following GE s acquisition of such shares, GE intends to convene a compulsory acquisition procedure to acquire all remaining shares in the Company. Compulsory acquisition of the remaining shares in the Company will include any ordinary shares or ADSs that you still hold because you did not accept the Offer. See Section 8 Compulsory acquisition and De-listing. What are the recent trading prices for the shares? On September 5, 2016, the last full trading day before the public announcement of the Offer, the closing price of the ordinary shares reported on Nasdaq Stockholm was SEK 186 per ordinary share. The ADSs are unlisted. You should obtain current market quotations for ordinary shares of the Company before deciding whether to tender your shares. What are the U.S. federal income tax consequences of tendering shares in the Offer? A tendering U.S. shareholder s receipt of cash upon the sale of shares to GE will be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under state, local and non-u.s. tax laws. For U.S. federal income tax purposes, subject to the discussion in Section 6 Certain Income Tax Consequences of the Offer Passive Foreign Investment Company Status, if a U.S. Holder (as defined below) sells its shares in the Offer, it generally will recognize capital gain or loss equal to the difference between the amount of cash received and its adjusted tax basis in the shares sold, assuming that the shares are held as a capital asset (generally, property held for investment). Any capital gain or loss will be long-term capital gain or loss if the shares sold have been held for more than one year on the date of sale, and short-term capital gain or loss if held for one year or less on the date of sale. If the Company is or was classified as a passive foreign investment company (a PFIC ) for any taxable year during which a U.S. Holder held its shares, certain adverse U.S. federal income tax rules would apply. Among other things, the U.S. Holder generally would be subject to additional taxes and interest charges on -10-

14 any gain realized on the disposition of its shares (including pursuant to the Offer), regardless of whether the Company continues to be a PFIC in the year in which the shares are disposed of. This discussion of U.S. federal income tax consequences is general in nature. It may not be applicable to all shareholders, some of whom may be subject to special tax rules. In addition, it does not consider any state, local, non-u.s. or other taxes that may be applicable. You should consult your tax advisor regarding your specific tax situation and the tax consequences to you of selling your shares in the Offer, including the possibility of backup withholding being applicable to you. See Section 6 Certain Income Tax Consequences of the Offer. Further Information If you have any questions regarding the Offer, please call Innisfree M&A Incorporated, the Information Agent for the Offer, at (888) for assistance. See the back cover page of this Offer to Purchase for additional contact information. -11-