The acceptance period is expected to commence around 5 November 2015 and end around 4 December 2015.

Transcription

1 This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Japan, South Africa or the USA. The Offer is not being made to, nor will any tender of shares be accepted from or on behalf of, holders in such jurisdictions or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law. Press release 2 November 2015 JCE Group and Tequity announce a recommended cash offer to the shareholders of Cybercom Viltor AB ( Viltor ), a company owned by JCE Group Aktiebolag ( JCE ) and Tequity AB ( Tequity ) (together, the Bidders ), hereby announces a recommended cash offer to the shareholders of Cybercom Group AB (publ) ( Cybercom ) (the Offer ). The shares in Cybercom are admitted to trading on Nasdaq Stockholm, Small Cap. Viltor offers SEK 3.00 in cash per share in Cybercom. The offer values Cybercom at around SEK 541 million. The Offer represents a premium of: o 30.4 per cent to the closing price of SEK 2.30 of the Cybercom share on Nasdaq Stockholm on 30 October 2015, the last trading day before the announcement of the Offer; o 31.0 per cent to the volume-weighted average share price of SEK 2.29 of the Cybercom share on Nasdaq Stockholm during the last month up to and including 30 October 2015; o 35.1 per cent to the volume-weighted average share price of SEK 2.22 of the Cybercom share on Nasdaq Stockholm during the last three months up to and including 30 October 2015; and o 33.0 per cent to the volume-weighted average share price of SEK 2.26 of the Cybercom share on Nasdaq Stockholm during the last six months up to and including 30 October The board of directors of Cybercom unanimously recommends the Company s shareholders to accept the Offer. The recommendation is supported by a fairness opinion rendered by Evli Corporate Finance. Viltor controls, via JCE and Tequity and related parties, around 45.2 per cent of the shares and votes in Cybercom. The acceptance period is expected to commence around 5 November 2015 and end around 4 December Hampus Ericsson (JCE) comments: JCE has been closely involved as a shareholder in Cybercom during the last twelve years. We have always had, and still have, a firm belief in Cybercom as a company, but we also note that Nordic IT consultants in general are subject to strong competition from both offshore providers and consultant brokers, which has led to significant price pressure. We believe that that there is long-term potential to increase the company s profitability and growth, but are convinced that this would be easier achieved in a private environment. As an active owner and with our resources, we intend to support Cybercom and its management in exploiting the company s future opportunities.

2 Nicolas Hassbjer (Tequity) comments: I have been involved in companies focusing on information technology and connectivity for more than 20 years, in operational positions and as an investor. I believe that Cybercom is well positioned with its unique and comprehensive competence within connectivity, but reaching profitability may take time and a significant amount of work remains to be done. I look forward to increasing my commitment to the company and taking part in its long-term development. Background to and reasons for the Offer The Bidders are of the view that a number of reasons speak in favour of further developing Cybercom in a private environment, under a strong and focused ownership, rather than continuing as a listed company. Initiatives and changes required to create a more stable platform for growth and profitability may be implemented faster and more efficiently under private ownership. The management of the company will be able to focus on developing the business without having to deal with and considering stock market aspects. This is likely to have operational advantages as well as creating a potential to save costs. The Bidders also note that the interest from the stock market in small consulting companies such as Cybercom is much more limited today than when Cybercom was first listed, which is also reflected by the fact that the analyst coverage of the share is more limited today. The Bidders are convinced that the Offer is financially attractive for Cybercom s shareholders, and that it represents an attractive long-term solution for the company and its employees. The Bidders, who already have a good insight into the operations of the company based on their current involvement, do not plan to significantly change Cybercom s overall strategies or business plans as a result of the Offer, but will continue to support the management of the company in the on-going initiatives to increase revenue and lower costs in the company, with the aim of strengthening the company s position in an increasingly competitive market. The Bidders believe that it will be possible to accelerate these measures in a private environment, as management will be able to focus fully on the operations without having to consider short-term effects on financial results. No significant changes are planned with respect to Cybercom s employees, terms of employment or places of business as a result of the Offer. The Offer Viltor offers SEK 3.00 in cash per share in Cybercom. 1 The Offer values Cybercom at around SEK 541 million. 2 The Offer represents a premium of: 30.4 per cent to the closing price of SEK 2.30 of the Cybercom share on Nasdaq Stockholm on 30 October 2015, the last trading day before the announcement of the Offer; 31.0 per cent to the volume-weighted average share price of SEK 2.29 of the Cybercom share on Nasdaq Stockholm during the last month up to and including 30 October 2015; 35.1 per cent to the volume-weighted average share price of SEK 2.22 of the Cybercom share on Nasdaq Stockholm during the last three months up to and including 30 October 2015; and 33.0 per cent to the volume-weighted average share price of SEK 2.26 of the Cybercom share on Nasdaq Stockholm during the last six months up to and including 30 October Based on 180,439,495 outstanding shares. In the event that Cybercom should pay any dividend or make any other value transfer prior to the settlement of the Offer, the price per share in the Offer will be reduced correspondingly. 2 Based on 180,439,495 outstanding shares.

3 No commission will be charged in connection with the Offer. Viltor controls, via JCE and Tequity and related parties, in aggregate 81,596,684 shares in Cybercom, representing around 45.2 per cent of the shares and votes in Cybercom. 3 These shares will be transferred to Viltor free of charge upon completion of the Offer. Recommendation from the board of directors of Cybercom and fairness opinion from Evli Corporate Finance The board of directors of Cybercom unanimously 4 recommends the company s shareholders to accept the Offer. The board of directors has obtained a fairness opinion from Evli Corporate Finance concluding that, in the opinion of Evli and subject to the qualifications and assumptions set out therein, the price in the Offer is fair to Cybercom s shareholders from a financial point of view. Conditions for the Offer Completion of the Offer is conditional upon: 1. the Offer being accepted to such an extent that Viltor becomes the owner of shares representing more than 90 per cent of the outstanding shares in Cybercom; 2. no other party announcing an offer to acquire shares in Cybercom on terms that are more favorable to the shareholders of Cybercom than the Offer; 3. all regulatory, governmental or similar clearances, approvals and decisions necessary to complete the Offer, including approvals and clearances from competition authorities, being obtained, in each case on terms which, in Viltor s opinion, are acceptable; 4. neither the Offer nor the acquisition of Cybercom being rendered partially or wholly impossible or significantly impeded as a result of legislation or other regulation, any decision of court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which Viltor could not reasonably have foreseen at the time of announcement of the Offer; 5. no circumstances, which Viltor did not have knowledge of at the time of announcement of the Offer, having occurred that have or can be expected to have a material adverse effect upon Cybercom s sales, results, liquidity, equity or assets; 6. no information made public by Cybercom or disclosed by Cybercom to Viltor being inaccurate, incomplete or misleading in any material respects, and Cybercom having made public all information which should have been made public; and 7. Cybercom not taking any measures that are liable to impair the prerequisites for making or implementing the Offer. Viltor reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions 2-7, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Viltor s acquisition of Cybercom. Viltor reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition 1, to complete the Offer at a lower level of acceptance. 3 The shares are currently held as follows: JCE: 76,048,105 shares; Fabienne Gustafsson (one of JCE s two owners): 4,760 shares; Tequity: 5,037,914 shares; Nicolas Hassbjer (owner of Tequity): 468,905 shares (via insurance); Nicolas Hassbjer s wife: 37,000 shares (directly and via insurance). 4 Hampus Ericsson and Nicolas Hassbjer have not participated, and will not participate in, the Cybercom board s handling or decision-making with respect to the Offer. For further information, see the section Related parties.

4 Financing The Offer is not conditional upon the Bidders or Viltor obtaining external financing. Viltor s owners, JCE and Tequity, have irrevocably undertaken to transfer their Cybercom shares to Viltor free of charge and provide Viltor with the necessary cash in connection with completion of the Offer. Due diligence Viltor has, in connection with the preparations for the Offer, carried out a limited confirmatory due diligence review of Cybercom and in connection thereto met Cybercom s CEO, CFO and general counsel and discussed certain material agreements as well as the existence of any potential material financial and legal risks. Cybercom has informed Viltor that no information which is not already publicly known and which can reasonably be expected to affect the price of Cybercom s shares has been disclosed to Viltor during the course of the due diligence review. Related parties JCE is the largest shareholder in Cybercom. Hampus Ericsson is the largest shareholder, CEO and chairman of JCE as well as chairman of Cybercom. Nicolas Hassbjer is the owner of Tequity and is also a member of the board of directors of Cybercom. In light of this, the Offer is subject to the provisions of chapter III of the Nasdaq Stockholm Takeover Rules. According to these provisions, the board of Cybercom is obliged to obtain and make public a fairness opinion. As set out above, this obligation has been complied with. Hampus Ericsson and Nicolas Hassbjer have not participated in, and will not participate in, the board of Cybercom s handling or decision-making with respect to the Offer. Viltor, JCE and Tequity in brief Viltor is a Swedish limited liability company registered under number Viltor is owned by JCE (88.0 per cent) and Tequity (12.0 per cent) and has its registered seat in Gothenburg, with address at Viltor AB, Högåsplatsen 3, P.O. Box 53230, SE Gothenburg, Sweden. Viltor has never conducted, and at present does not conduct, any business and has been established for the sole purpose of financing and completing the Offer and acting as parent company of Cybercom. For information about Viltor s capitalization, see the section Financing. JCE is a Swedish limited liability company registered under number and has its registered seat in Gothenburg. The company s address is Högåsplatsen 3, P.O Box 53230, SE Gothenburg, Sweden. The company was founded in 1984 by J Christer Ericsson and is today owned by Hampus Ericsson and Fabienne Gustafsson. JCE is a privately held investment company with an entrepreneurial, business-oriented and long-term approach to investments. The JCE sphere has over 40 years of history in entrepreneurship and investments within the areas Offshore, Renewables, Industrial, Logistics and Technology. JCE manages a portfolio of companies including three majority/wholly-owned holdings, namely BiFab, BRUKS and Consafe Logistics. JCE is also the largest shareholder in the listed companies Cybercom and Semcon. In addition, JCE manages financial assets and holds a diversified portfolio of securities, including listed as well as unlisted holdings. JCE has equity of around SEK 2.4 billion. For more information on JCE, see Tequity is a Swedish limited liability company registered under number and has its registered seat in Helsingborg, Sweden. The company s address is Sundsliden 13, SE Helsingborg, Sweden. Tequity is a long-term investor in growth companies, primarily within connectivity and energy effectiveness. Tequity actively participates in the development of its larger holdings and contributes its entrepreneurial experience from international technology companies. The company was founded in 2004 and is owned by Nicolas Hassbjer. Tequity is debt free and has equity of around SEK 200 million. For more information, see

5 Indicative timetable The acceptance period for the Offer is expected to commence around 5 November 2015 and end around 4 December An offer document regarding the Offer is expected to be made public shortly before the commencement of the acceptance period. Assuming that the Offer is declared unconditional no later than around 8 December 2015, settlement is expected to begin around 11 December Viltor reserves the right to extend the acceptance period for the Offer, as well as the right to postpone settlement. The acquisition of Cybercom will be filed with the Swedish Competition Authority. Necessary approvals are expected to have been received prior to the end of the acceptance period. Redemption and de-listing In the event that Viltor, whether in connection with the Offer or otherwise, becomes the owner of shares representing more than 90 per cent of the outstanding shares in Cybercom, Viltor intends to commence a compulsory acquisition procedure under the Swedish Companies Act to acquire all remaining shares in Cybercom. In connection therewith, Viltor intends to promote a de-listing of the Cybercom share from Nasdaq Stockholm. Applicable law and disputes The Offer shall be governed by and construed in accordance with the laws of Sweden. The Nasdaq Stockholm Takeover Rules, and the Swedish Securities Council rulings regarding the interpretation and application of the Takeover Rules, apply in relation to the Offer. In accordance with the Swedish Takeovers Act, Viltor has undertaken towards Nasdaq Stockholm to comply with the Takeover Rules and to submit to any sanctions imposed by Nasdaq Stockholm upon breach of the Takeover Rules. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the District Court of Gothenburg shall be the court of first instance. Advisers Viltor has retained Carnegie as financial adviser and Vinge as legal adviser. Further information Ulf Gillberg Investment Director, JCE Group AB Phone: ulf.gillberg@jcegroup.se Nicolas Hassbjer CEO, Tequity AB Phone: nicolas@tequity.se This press release was submitted for publication on 2 November 2015 at 08:00 a.m. (CET).

6 This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail. Offer restrictions The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release and any documentation relating to the Offer are not being published in or distributed to or into and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Any such action will not be permitted or sanctioned by Viltor. 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, in or into Australia, Canada, Japan, South Africa or the USA by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Japan, South Africa or the USA, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Japan, South Africa or the USA. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Japan, South Africa or the USA. Viltor will not deliver any consideration under the Offer into Australia, Canada, Japan, South Africa or the USA. This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Japan, South Africa or the USA. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Japan, South Africa or the USA must not forward this press release or any other document received in connection with the Offer to such persons. Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as anticipates, intends, expects, believes, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Viltor and Cybercom. Any such forwardlooking statements speak only as of the date on which they are made and Viltor has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.