The independent bid committee of
Background
This statement is made by the independent bid committee of
On
On
The Offer values all 46,999,032 shares in
The Offer price represents:
- a premium of 0.00 per cent compared to the closing price of
SEK 96.80 for the Duni share on Nasdaq Stockholm on7 September 2023 (which was the last trading day prior to the announcement of the Offer);
- a premium of 0.41 per cent compared to the closing price of
SEK 96.40 for the Duni share on Nasdaq Stockholm on11 August 2023 (which was the last trading day before Mellby Gård announced that the mandatory bid threshold was crossed);
- a negative premium of 0.87 per cent compared to the volume-weighted average share price of
SEK 97.65 for the Duni share on Nasdaq Stockholm during the last 30 trading days up to and including7 September 2023 ; and
- a negative premium of 2.16 per cent compared to the volume-weighted average share price of
SEK 98.93 for the Duni share on Nasdaq Stockholm during the last 90 trading days up to and including7 September 2023 .
The acceptance period for the Offer commenced on
The completion of the Offer is conditional upon, with respect to the Offer and completion of the acquisition of
For further information about the Offer, please refer to https://mellby-gaard.se/en/duni-offer.
The independent bid committee
The Board of Directors of
Impact on the Company and its employees
In accordance with the Takeover Rules the independent bid committee is required, on the basis of Mellby Gård´s statement in the press release announcing the Offer, to present its opinion regarding the impact that the implementation of the Offer will have on the company, particularly on terms of employment and its opinion regarding Mellby Gård´s strategic plans for the Company and the effect it is anticipated that such plans will have on employment and on the locations where the company operates.
In its press release, Mellby Gård stated, among other things, the following:
"Mellby Gård values the important role of the Duni employees. Furthermore, Mellby Gård's shareholding in Duni is a strategic ownership with a very long-term perspective. Mellby Gård does not plan any changes regarding Duni's operations or its management or employees as a result of the Offer (including employment terms and conditions), or for the employment at the locations where Duni operates. Mellby Gård does currently not have any strategic plans for the Company that may have an impact on employment or the locations where Duni operates."
The independent bid committee assumes that this description is accurate and has for relevant purposes no reason to adopt a different opinion.
The independent bid committee´s statement on the Offer
The bid committee´s opinion of the Offer is based on an overall assessment of a number of factors that the independent bid committee has considered relevant in the evaluation of the Offer. These factors include, but are not limited to, the market share price of
Further, the independent bid committee has analysed the Offer using the methods normally used for evaluating public offers for listed companies, including
The bid committee also notes that Mellby Gård has expressed that the increase of Mellby Gård's shareholding in
Further, the bid committee has considered the independent fairness opinion from Grant Thornton, according to which the Offer, subject to the conditions and assumptions stated therein, is not considered fair from a financial perspective to the shareholders in
Having conducted this evaluation, the independent bid committee believes that the terms of the Offer do not reflect the long-term growth prospect of
In view of the above, the independent bid committee unanimously recommends Duni Group´s shareholders to not accept the Offer.
However, the independent bid committee believes that the interest shown by the main shareholder Mellby Gård to increase its holding in the Company and its willingness to contribute to the Company's continued development in the long-term through its experience and financial strength is positive for the Company.
Other
Swedish law applies to this statement and the statement shall be construed accordingly. Disputes arising pursuant to this statement are to be settled exclusively by Swedish courts.
Advisor
Mannheimer Swartling Advokatbyrå AB is legal advisor to
For additional information, please contact:
https://news.cision.com/duni-group/r/statement-from-the-independent-bid-committee-within-duni-group-regarding-the-mandatory-public-offer-,c3841898
https://mb.cision.com/Main/295/3841898/2318338.pdf
https://mb.cision.com/Public/295/3841898/8f0054cee2110099.pdf
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