Aarhus United A/S CVR no

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1 Erik Højsholt Direct line: Fax: Aarhus United A/S CVR no Stock exchange announcement no. 15/2005 Statement from the Board of Directors of Aarhus United A/S in connection with BNS Industrier AB s recommended Tender and Share Exchange Offer Statement from the Board of Directors of Aarhus United A/S ( Aarhus United or the Company ), in accordance with executive order on takeover offers and shareholders duty of disclosure (no 618 of 23 June 2005), concerning the recommended Tender and Share Exchange Offer which BNS Industrier AB ( BNS ) has made on 12 July 2005 to the shareholders of Aarhus United (the Tender and Share Exchange Offer ). Today BNS, owned by United International Enterprises A/S ( UIE ) and Melker Schörling AB ( Melker Schörling ) via the jointly owned holding company BNS Holding AB ( BNS Holding ), has made an offer to the shareholders of Aarhus United to acquire all the shares (excluding own shares). Based on a price of DKK 500 per share of DKK 100 each in Aarhus United, the shareholders of Aarhus United are offered payment against new shares in BNS, or in a combination of new shares in BNS and cash payment. UIE, a principal shareholder of Aarhus United, owns 41.5% of the share capital of BNS Holding and Melker Schörling, a principal shareholder of Karlshamns AB ( Karlshamns ), owns the remaining 58.5% of the share capital of BNS Holding. It should be noted that Brian Bech Nielsen, Deputy Chairman of the board of directors, and the board members Carl Bek-Nielsen, Martin Bek-Nielsen and John Goodwin have not participated in the board of directors preparation of this statement since they represent UIE on the board of directors of Aarhus United, and are thus parties in connection with BNS s present Tender and Share Exchange Offer to the shareholders of Aarhus United and in connection with UIE s acquisition of Aarhus United s 23.4% shareholding in the associated company, United Plantations Berhad ( UPB ). Aarhus United A/S M. P. Bruuns Gade 27 DK-8000 Aarhus C Denmark Tel.: Fax: Telex: palmf dk [email protected] CVR no

2 Background to the Tender and Share Exchange Offer As stated in stock exchange announcement number 16/2004 of 30 August 2004, the Company s principal shareholder, UIE, decided to initiate an investigation concerning its 45.9% shareholding (excluding own shares) in Aarhus United. The purpose was to determine whether the long-term interests of both UIE and Aarhus United would be better served if UIE s controlling interest is taken over by a partner who is better able to exploit the full potential of Aarhus United. Following this phase it was announced, see stock exchange announcement number 18/2004 of 21 October 2004, that UIE would actively seek to sell its shareholding in Aarhus United. Against that background UIE initiated a structured sales process with the assistance of the Board of Directors of Aarhus United where relevant potential buyers had an opportunity to indicate their interest in and make an offer for Aarhus United. As part of the sales process Aarhus United has given a limited number of potential buyers access to confidential information about the Aarhus United group. Except for the information published in stock exchange announcement no 4/2005 of 7 March 2005, no information has been disclosed which the board of directors considers necessary to publish. UIE did not consider the bids from potential buyers as sufficiently attractive and subsequently initiated negotiations with Melker Schörling, a principal shareholder of Karlshamns, about a contemplated amalgamation of Aarhus United and Karlshamns. As a result of these negotiations it was announced on 26 May 2005, see stock exchange announcement no 11/2005, that UIE in cooperation with Melker Schörling planned to submit a joint offer to the shareholders of Aarhus United and Karlshamn to acquire their shares against payment in a combination of cash and shares in a new holding company, BNS Industries AB. The Tender and Share Exchange Offer BNS offers the shareholders of Aarhus United to acquire all the shares (excluding own shares) based on a price of DKK 500 per share of DKK 100 each (the Offer Price ) by exchanging shares in Aarhus United for new shares in BNS or in a combination of new shares in BNS and cash payment. The exchange ratio is 5.27 new shares in BNS for each existing share in Aarhus United. Each shareholder in Aarhus United can choose to receive payment by way of: 1) 5.27 new shares in BNS of SEK 10 each for each share in Aarhus United of DKK 100 each, or 2) 50% of the Offer Price, corresponding to DKK 250 per share in Aarhus United of DKK 100 each as cash payment, and the remaining 50% of the payment by way of BNS shares, based on an exchange ratio of 5.27 new shares in BNS of SEK 10 for each share in Aarhus United of DKK 100 each. Today BNS has simultaneously made an offer to the shareholders of Karlshamns to acquire all the shares in Karlshamns based on a price of SEK 117 per share of SEK 100 each by exchanging shares in Karlshamns for new shares in BNS or in a combination of new shares in Page 2 of 5

3 BNS and cash payment. The exchange ratio is 1.00 new share in BNS for each existing share in Karlshamns. The shareholders of Aarhus United and Karlshamns are offered the choice between (i) receiving up to 100% of the payment by way of new shares in BNS or, alternatively, (ii) a guaranteed cash payment of up to 50% of the shareholder s total shareholding in the relevant company and the remaining payment by way of new shares in BNS. Each shareholder can be offered the possibility of receiving a larger portion than the guaranteed 50% of the payment in cash, provided that other shareholders accept a larger portion of the payment by way of new shares in BNS. UIE intends to either (1) exchange its shareholding of 47.5% of the outstanding shares in Aarhus United against payment by way of 50% in cash and 50% in new shares in BNS, or (2) exchange its total shareholding in Aarhus United into shares in BNS and then transfer this shareholding to BNS Holding against payment of 50% in cash and 50% in new shares in BNS Holding, while Melker Schörling intends to exchange its total shareholding of 30.9% of the share capital in Karlshamns against payment by way of new shares in BNS. The Tender and Share Exchange Offer in respect of Aarhus United and Karlshamns are among other things mutually interdependent to the effect that the voluntary Tender and Share Exchange Offer in respect of Aarhus United depends on the completion of the voluntary Tender and Share Exchange Offer in respect of Karlshamns and vice versa. In addition, the Tender and Share Exchange Offer is among other things dependent on UIE s acquisition of Aarhus United s shareholding of 23.4% in UPB at a price of MYR 6 per share. At an extraordinary general meeting in Aarhus United on 21 June 2005 the general meeting approved the sale of Aarhus United s stake in UPB to UIE against payment of MYR 6.00 per share, provided that the present transaction is completed. The transfer is, moreover, conditional upon the approval by UIE s general meeting and approval by relevant authorities in Malaysia. In connection with the sale of the shares in UPB, the board of directors of Aarhus United, excluding the above mentioned members (the Board of Directors ) has obtained an opinion ( Fairness Opinion ) dated 9 June 2005 from PricewaterhouseCoopers Corporate Finance, which states that the price offered based on the qualifications and assumptions stated in this Fairness Opinion - is fair to Aarhus United from a financial point of view. The purpose of the Fairness Opinion is solely to provide information and support to the Board of Director s evaluation of the sale of the shares in UPB and cannot be used for other purposes. The intention is for the shares in BNS to be traded on the unofficial Swedish stock exchange, Nya Marknaden, when all the conditions of the voluntary Tender and Share Exchange Offer in respect of Aarhus United and Karlshamns have been fulfilled. Furthermore, the intention is for BNS to be transferred to the O list of Stockholm Stock Exchange for public listing in the beginning of 2006 and at the same time to be listed on Copenhagen Stock Exchange. Recommendation by the Board of Directors The Board of Directors of Aarhus United, excluding Brian Bech Nielsen, Deputy Chairman of the Board of Directors, and the board members Carl Bek-Nielsen, Martin Bek-Nielsen and John Goodwin, has based its recommendation of the Tender and Share Exchange Offer on a Page 3 of 5

4 number of considerations. In the opinion of the Board of Directors, the Tender and Share Exchange Offer from BNS has the following benefits: The shareholders are offered an attractive price for the Company s shares a price which is approximately 52% higher than the average price of DKK per share quoted on Copenhagen Stock Exchange during the 30 days prior to the announcement on 30 August 2004 of UIE s decision to examine the possibility to initiate an investigation of its shareholding in Aarhus United. Shareholders who accept the share exchange are offered the possibility for continued ownership of Aarhus United via BNS and hence for participating in any increase in the company s value following completion of the Tender and Share Exchange Offer. The business perspectives of an amalgamation of Aarhus United and Karlshamns are believed to be significant and in the opinion of the Board of Directors, considerable synergies will be generated from such amalgamation. The combination of Aarhus United s and Karlshamns unique strengths is expected to create a strong and leading market player in the production of special fats used in the confectionery and food industries. BNS intends to further develop Aarhus United s activities in vegetable oils etc, which the Board of Directors expects to be of benefit to both customers and employees. The Tender and Share Exchange Offer is made on the basis of a thorough sales process where relevant potential buyers have had an opportunity to make final offers on a structured and uniform basis. UIE and the Board of Directors have examined the offers received, and the result is that BNS has made an offer, which in the opinion of the Board of Directors is the most attractive one both with regard to price and other terms. The Tender and Share Exchange Offer is not subject to reservations concerning funding and is not expected to cause problems in relation to competition law. As part of its evaluation, the Board of Directors has also considered the following disadvantages to the shareholders in Aarhus United: The operational risk of integrating companies and realising the expected synergies. BNS is expected to be listed until the beginning of 2006 on the unofficial Swedish stock exchange, Nya Marknad, where the liquidity is expected to be less than in an official stock exchange. Payment will not be made fully by way of cash. The most recent closing price prior to the announcement of the Tender and Share Exchange Offer on 12 July 2005 was DKK 570 per share. The average share price during the 30 trading days prior to the announcement of the Tender and Share Exchange Offer is DKK 543. Thus, BNS s offer price is lower than those prices. Generally, the shareholders will be liable to pay tax on the gain realised on selling/exchanging the shares. Since the tax consequences of accepting the Tender and Share Exchange Offer from BNS depend on the shareholders individual circumstances, the Board of Directors recommends the shareholders to seek advice on the consequences of any sale. In addition, for the purpose of making this recommendation, the Board of Directors has obtained a Fairness Opinion dated 12 July 2005 from the Company s financial adviser, Nordea Page 4 of 5

5 Corporate Finance, stating that the offered price based on the qualifications and assumptions mentioned in this Fairness Opinion is fair to the shareholders from a financial point of view. The purpose of the Fairness Opinion is solely to provide information and support to the Board of Directors evaluation of the Tender and Share Exchange Offer and cannot be used for any other purpose. Overall, the Board of Directors (excluding the board members stated above) unanimously recommends the shareholders of Aarhus United to accept the Tender and Share Exchange Offer. As to the part of the Purchase and Exchange Offer for which a shareholder wishes to receive cash payment, it will, provided that the listed price for Aarhus United is higher than the cash offer price of DKK 500 per share, however, be more advantageous to sell the shares via Copenhagen Stock Exchange. Aarhus, 12 July 2005 Aarhus United A/S Kjeld Ranum Chairman Contact person: Chairman Kjeld Ranum Telephone: The announcement can be found at Aarhus United A/S website: Requests for a copy can be directed to [email protected]. This is a translation into English. In case of variations, the original version in Danish will apply. Page 5 of 5