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Press release
November 29, 2018
Stendörren Fastigheter AB (publ): s ("Stendörren"Or"society") The Independent Nominating Committee recommends to the Unanimous Shareholders not to accept the EQT Real Estates public offer.
background
This statement was made by the independent adjudication committee of Stendörren in accordance with Section II.19 of the Nasdaq Stockholm Rules on Public Tenders ("Public rules of acquisition").
EQT Real Estate II[1] ("EQT Real Estate"), via Chicago Holding AB[2] ("Chicago Holding"), on 27 November 2018, submitted a cash offer to the shareholders of Stendörren to sell all of its Stendörren shares to Chicago Holding at a price of 100.25[3] SEK in cash for each class A and B share ("offer").
The total value of the offer is approximately SEK 2,823 million.[4] on the basis of the current number of outstanding shares in Stendörren. According to the schedule contained in the bid offer published on November 27, 2018, the deadline for acceptance was set for November 28, 2018 to end on December 19, 2018 at 15:00 CET and liquidation should begin around December 28, 2018 on the terms provided that Chicago Holding has announced that the condition of December 21,[5] the offer has been made or has otherwise decided to complete the offer. For more information on the offer, please refer to the EQT Real Estate Offer Offer published on November 27, 2018.
Two of the board members in Stendörren, Seth Lieberman[6] Knut Pousette have also entered into an agreement to sell shares with Chicago Holding regarding the sale of their shares.The Stendörren, which means disloyal and therefore does not participate in the board of directors of Stendörren for the treatment of problems related to the offer , in accordance with the rules of takeover.
The Board has therefore appointed an independent nominating committee consisting of Board members Jenny Wärmé, Helena Levander, Hans Runesten, Carl Mörk and Andreas Philipson ("the committee") Represent the company in connection with the offer and express its opinion on such an offer The committee has appointed Jenny Wärmé as Chair.
Chicago Holding conducted a due diligence investigation on Stendörren's audit nature as part of the preparation of the Offering and therefore met with Stendörren's management team. Stendörren informed Chicago Holding that no information had been disclosed to Chicago Holding during the due diligence investigation, which has not yet been published and which could reasonably have an impact on the share price of Stendörren.
As part of the evaluation of the offer by the Committee, the Committee engaged the services of Handelsbanken Capital Markets ("Handelsbanken") As financial adviser and law firm Vinge as legal adviser.The committee instructed Handelsbanken to submit an evaluation statement regarding the offer.
The impact of the offer on employees, etc.
In accordance with the rules on takeovers, based on the statements of EQT Real Estate in the announcement of its offer, it will express its point of view on the impact of the implementation of the offer on Stendörren, in Employment and its perception of EQT Real Estate's strategic plans for: The threshold and the effects that these may have on the company's employment and places of business.
The Committee notes that in the tender document published on November 27, 2018, EQT Real Estate does not envisage any change in Stendörren's sites of implantation. Based on Chicago Holding's current knowledge of the Stendörren, its strategy and the current market situation, Chicago Holding intends to continue developing its business with Stendörren's management and current employees. After the finalization of the offer and after a careful analysis, EQT Real Estate will evaluate these questions in order to conclude on the best way to further develop Stendörren.
The Committee considers that this description is correct and that in relevant respects it has no reason to accept another opinion.
Stock sale agreement and option to purchase
The Committee notes that, in the offer document, EQT Real Estate indicates that agreements relating to the acquisition of Stendörren shares were concluded between EQT Real Estate and the shareholders indicated in the table below. -Dessous.
| SHAREHOLDER | Apart | B shares | SHARE SHARE | SHARE OF VOTES | |
| Kvalitena AB (publ) | 1.5 million | 3,133,389 | 16.46% | 35.80% | |
| HUMMELBOSHOLM MANAGEMENT COMPANY | 500,000 | 100,000 | 2.13% | 10.07% | |
| K. Pousette | Chairman of the Board of Directors of Stendörren | 865,219 | 3.07% | 1.71% | |
| H. LYCKETORP | 693,550 | 2.46% | 1.37% | ||
| S. Lieberman | Member of the Stendörren Board of Directors | 564,615 | 2.01% | 1.11% | |
| totally | 2,000,000 | 5356773 | 26.13% | 50.06% |
The stock transfer agreements with the shareholders listed above are conditional upon the receipt of all required regulatory conditions, including the conditions of the competition authorities, for any offer and the following. acquisition of Stendörren.
In addition, Kvalitena AB (publ) has awarded Chicago Holding a purchase option comprising 500,000 Stendörren B shares, representing approximately 1.78% of the total number of shares and approximately 0.99% of the total number of shares. voice in Stendörren. The call option is conditional on obtaining the required regulatory conditions and can only be exercised by Chicago Holding, provided that Chicago Holdings' total holding of the Stendörren Shares after the completion of the Offer is consistent with less than 51% of the total number of votes in Stendörren. The option to purchase can be exercised within 30 days of the presentation of the cash flow for the offer. The redemption price of the purchase option corresponds to the consideration of the offer. The option of purchase was issued without consideration.
Access to the above shares will be made by Chicago Holding in accordance with the Share Transfer Agreements and the Call Option Agreement.
Committee recommendation
The Committee relies on an overall assessment of a number of factors that it considers relevant to evaluate the offer. These factors include, but are not limited to, Stendörren's current position, Stendörren's stock market valuation versus comparable listed companies, the evolution of stock prices, the evolution of expected future of Stendörörren and associated opportunities and risks. The Committee also notes that shareholders representing more than 50% of the votes in Stendörren have agreed to transfer their shares on terms similar to those of the offer.
The Committee notes that Chicago Holding's share price represents a premium of 3.8% over the closing price of 96.6 SEK for B Share at Nasdaq Stockholm on November 26, 2018, the last trading day. preceding the announcement of the offer, and a premium of 9.7% compared to the volume-weighted average price of 91.3 SEK for the B share on Nasdaq Stockholm over the last 20 days of scholarship until November 26, 2018.
The Committee notes that Chicago Holding's offered share price represents an 8.5% discount to Stendörren's NPV NPV per common share of SEK 109.6 compared to the third quarter, the balance being determined as at September 30th. 2018 (published November 16). 2018).
The Committee also notes that the share price offered by Chicago Holding corresponds to a value of the company.[7] SEK 7,632 million, ie 95.1% of the value of the property declared by Stendörren, ie SEK 8 027 million compared to the third quarter, the balance sheet dating from September 30, 2018 (published on November 16, 2018).
The Committee further notes that the purchase price per share of the five largest shareholders by EQT Real Estate corresponds to the share price of the Offer.
The valuation is also based on Handelsbanken's valuation statement regarding the financial equity of the Stendörren shareholders of the offer. According to the valuation report attached to this press release, Handelsbanken is of the opinion that the Offer, subject to the assumptions set forth in the statement, is not financially reasonable. for the shareholders of Stendörren.
In this context and on the basis of current market rates and interest rates, the Committee unanimously recommended Stendörren shareholders not to accept the offer. However, the committee believes that it is positive for the company that a known investor, such as EQT Real Estate, becomes the new main owner and can contribute to the ongoing development of the company through its access network, capital and competence.
This declaration is in all respects governed and interpreted in accordance with Swedish law. Disputes arising from this declaration shall be settled exclusively by the Swedish court.
Stockholm, November 29, 2018
Stendörren Fastigheter AB (publ)
Independent bid committee
For more information, please contact
Jenny Wärmé, Board Member and Chair of the Bid Committee, tel. 0708-43 12 18
Stendörren Fastigheter AB (publ) is required to disclose this information under the EU Regulation on Market Abuse and the rules on takeovers. The information was provided through the aforementioned contact person for publication on 29 November 2018 at the address. 07:30 CET
Stendörren Fastigheter AB (publ)
Stendörren Fastigheter AB (publ) is a real estate company listed on Nasdaq Stockholm, Mid Cap (symbol STEF-B), which owns, develops and manages premises that make the difference. This means that we work with our tenants to provide targeted premises with competitive rents, mainly in Greater Stockholm and Mälardalen.
For more information on Stendörren Fastigheter AB (publ), see www.stendorren.se.
[1] The EQT Real Estate II fund, which includes EQT Real Estate II SCSp, which acts through its alternative investment fund manager (administrator), EQT Fund Management S.à.R.l. EQT Fund Management S.à.R.l. a limited liability company (limited liability company) under Luxembourg law, with registered office at 26A, Boulevard Royal, L-2449 Luxembourg, and registered in the Luxembourg Trade and Companies Register (Trade and Companies Register, Luxembourg) under registration number B 167.972, acting as trustee (Manager) for EQT Real Estate II SCSp, a Luxembourg-based partnership (company and special sponsorship) whose address is 26A, Boulevard Royal, L-2449 Luxembourg and registered in the Luxembourg Trade and Companies Register (Trade and Companies Register, Luxembourg) under the registration number B 227.967. [2] One of the newly formed companies owned by EQT Real Estate, under the name Goldcup 17730 AB. [3] If the Stendörren pays dividends or makes another transfer of value to the shareholders, for which the record date occurs before the settlement of the offer, the consideration offered will be reduced accordingly. [4] On the basis of a total of 28 155 641 outstanding shares and a consideration of 100.25 SEK for each share A and B of Stendörren.
Jenny Wärmé, Board Member and Committees Committee
Such. 0708-43 12 18
The following attachments are available for download:
exit
Sve Stendörren Final Declaration of Fairness
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