to, apr 26, 2018 18:00 CET
Pareto Securities AB
Berzelii Park 9
P.O. Box 7415
103 91 Stockholm
Sweden
26 April 2018
To the Independent Committee of the Board of Directors of:
Swedol AB (publ) (“Swedol” or the “Company”)
Box 631 SE-135 26 Tyresö
Sweden
FAIRNESS OPINION
To the Independent Committee of the Board of Directors of Swedol
Pareto Securities AB (”Pareto”) has been requested by the Independent Committee of the Board of Directors of Swedol (the “Committee”) to give a statement (the “Opinion”) regarding the valuation of the Company’s shares in connection with the public takeover offer by Nordstjernan Aktiebolag (“Nordstjernan”) announced on 16 April 2018 (the “Transaction”). In the Transaction, Nordstjernan offers SEK 32.00 per share in Swedol, corresponding to a total equity value of approximately SEK 2,662 million (the “Transaction Valuation”).
Pareto has prepared this Opinion on the basis of publicly available information and information from the Company, including inter alia management estimates. Pareto has based its statement on the presumption that this material is accurate and correct. Pareto has not undertaken any independent examination in this respect and does not represent or warrant its accuracy. The evaluation of the Transaction Valuation has been made on objective criteria to the extent possible, based on generally accepted and recognized valuation methods that have been deemed necessary and applicable. Pareto’s valuation is essentially based on commercial, economic and other conditions available that can be validated on this date.
Pareto is, based on the evaluation described above, of the opinion that the Transaction Valuation does not reflect the current underlying value in the Company and thereof an unfair valuation of Swedol.
Pareto will receive a fixed fee for delivering this Opinion. The fee is independent of the conclusion of the Opinion. As of the date of this Opinion, Pareto doesn’t have any ongoing assignments for the Company or the Committee, except for being the financial adviser in connection with the Transaction. However, as a leading investment bank in the Nordic region, Pareto has had and in the future may have assignments for Swedol or any of its major shareholders, however none that are, in the opinion of Pareto, influencing the assessments made in this Opinion. The Opinion is dated 26 April 2018 and the valuation date is 13 April 2018. Events or information occurring after that date have not been subject to consideration herein.
Evaluations of this nature will always contain an element of uncertainty, and although reasonable care and efforts have been exerted, Pareto does not accept any legal or financial liability related to the Opinion or for any consequences resulting from acting to or relying on statements made in the Opinion.
This Opinion does not represent a recommendation to the Committee, Swedol or its shareholders to accept or reject the proposed Transaction. Pareto recommends the Committee to evaluate the proposal in accordance with own judgment and preferences.
Kind regards,
Pareto Securities AB
För ytterligare information, vänligen besök www.swedol.se eller kontakta:
Christina Åqvist, talesperson för kommittén
Tel.: 070-600 57 75, e-post: christina.aqvist@distrelec.com.
Denna information är sådan som Swedol AB ska offentliggöra enligt takeoverreglerna samt EU:s marknadsmissbruksförordning och takeoverreglerna. Informationen lämnades, genom ovanstående kontaktpersons försorg, för offentliggörande den 26 april 2018, kl. 18.00.
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