Sandvik Holds Approximately 98.7% Of the Shares and 99.6% of the Votes in Seco Tools and Extends the Acceptance Period
16 Gennaio 2012 - 8:44AM
Business Wire
Regulatory News:
Sandvik AB’s (STO:SAND) 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)
Sandvik AB discloses the information in this press release
pursuant to the Swedish Securities Market Act (SFS 2007:528) and
NASDAQ OMX Stockholm’s Rules concerning Takeover Bids on the Stock
Market.
The information was submitted for publication at 08:30 CET on 16
January 2012.
The Sandvik Group Sandvik is a global industrial group with
advanced products and world-leading positions in selected areas –
tools for metal cutting, equipment and tools for the mining and
construction industries, stainless materials, special alloys,
metallic and ceramic resistance materials as well as process
systems. In 2010, the Group had about 47,000 employees and
representation in 130 countries, with annual sales of nearly 83,000
MSEK.
For more information visit www.sandvik.com
Seco Tools Seco Tools is one of the world’s largest
manufacturers of cutting tools. In 2010 the group had about 5,300
employees with annual sales of approximately 5,900 MSEK. Seco Tools
has representation in about 60 countries, in all continents, and
has more than 50 wholly-owned non-Swedish subsidiaries. The company
is listed on NASDAQ OMX since 1989.
For more information visit www.secotools.com
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