This press release may not be published or distributed, directly or indirectly, to or within jurisdictions where the publication or the distribution would not comply with laws and regulations in such jurisdictions, including the United States, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. The Offer is not being made to (and acceptances will not be accepted from) persons in or from jurisdictions where the announcement of the Offer or approval of acceptances of the Offer would require further documentation, filings or other measures in addition to those required by Swedish law.
This press release has been published in Swedish and English. In the event of any discrepancy in content between the language versions, the Swedish version shall prevail.
Sandvik holds approximately 98.7% of the shares and 99.6% of the votes in Seco Tools and extends the acceptance period.
Sandvik AB's offer to the minority shareholders of its subsidiary Seco Tools AB has been accepted by shareholders representing 55,741,645 class B shares in Seco Tools, corresponding to 38.3% of the shares and 10.4% of the votes. In total, Sandvik (including subsidiaries) now holds 98.7% of the shares and 99.6% of the votes in Seco Tools. The Board of Directors of Sandvik has resolved to issue 66,889,974 new Sandvik shares as consideration in the offer and to extend the acceptance period up to and including 26 January 2012.
On 7 November 2011, Sandvik announced a recommended public offer to the minority shareholders of Seco Tools to acquire all remaining shares in Seco Tools. For each class B share in Seco Tools, Sandvik offers 1.2 shares in Sandvik. On 12 December 2011, it was announced that the Extraordinary General Meeting of Sandvik had authorized the Board of Directors to resolve to issue the consideration shares, and that the condition for completion of the offer had thereby been satisfied.
The Board of Directors of Sandvik has resolved, based on the General Meeting's authorization and in accordance with the terms of the offer, to issue 66,889,974 new shares as consideration in the offer to the shareholders of Seco Tools that have so far accepted the offer. Payment for the subscribed shares will be made by contribution of class B shares in Seco Tools. The value of the contribution is estimated to correspond to a subscription price of 93.70 SEK per share or 6,267,590,563.80 SEK in total.
Sandvik's offer to the shareholders of Seco Tools has been accepted by shareholders representing 55,741,645 class B shares in Seco Tools, corresponding to 38.3% of the shares and 10.4% of the votes. Sandvik (including subsidiaries) now holds in total 98.7% of the shares and 99.6% of the votes in Seco Tools.
To enable shareholders of Seco Tools who have not yet accepted the offer to do so, the acceptance period is extended up to and including 26 January 2012.
For the shareholders in Seco Tools who have accepted the offer during the regular acceptance period, settlement is expected to commence on or around 20 January 2012. For those who accept the offer during the extended acceptance period, settlement is expected to commence on or around 9 February 2012.
Since Sandvik (including subsidiaries) holds more than 90% of the shares in Seco Tools, Sandvik intends to initiate a compulsory acquisition procedure in accordance with the Swedish Companies Act (SFS 2005:551) in order to acquire all outstanding shares in Seco Tools. In this connection, Sandvik also intends to work towards the delisting of the class B shares in Seco Tools from NASDAQ OMX Stockholm.
Sandviken, 16 January 2012
Sandvik Aktiebolag (publ)