Public offer from Lifco AB made to the shareholders of NOTE AB (publ)
Lifco AB has today, Monday 3 December 2012, made a public offer to the shareholders of NOTE.
- Lifco is offering SEK 8.00 in cash for each NOTE share, which means that the total value of the offer amounts to approximately SEK 231 million.
- The offer represents a premium of 38% compared to the closing price of SEK 5.80/share on 30 November 2012. Compared to the volume weighted average price during the last 30 trading days of SEK 5.93/NOTE share, the offer represents a premium of 35 per cent.
- The acceptance period for the offer is expected to start on or about 2 January 2013 and to end on or about 23 January 2013.
The acquisition of NOTE is likely to require approval from competition authorities. The necessary approvals are expected to have been obtained before the expiry of the acceptance period stated above.
Lifco currently neither owns nor controls any shares in NOTE.
Conditions of the offer
Completion of the offer is conditional on:
1. that the offer is accepted to such an extent that Lifco becomes the owner of shares corresponding to more than 90 per cent of the shares in NOTE after full dilution;
2. that no other party announces an offer to acquire shares in NOTE on terms that are more favourable to NOTE's shareholders than the terms of the offer;
3. that all authorisations, approvals, decisions and other measures required for the offer and the acquisition of NOTE from authorities or similar, including from competition authorities, have been obtained on terms acceptable to Lifco;
4. that neither the offer nor the acquisition of NOTE will be wholly or partly rendered impossible or substantially impeded as a result of legislation or other regulations, court decisions, decisions by public authorities or similar circumstances, which exist or can be expected, and which Lifco could not reasonably have foreseen at the time of the announcement of the offer;
5. that no circumstances, of which Lifco was not aware at the time of the announcement of the offer, have occurred that materially adversely affect, or could be expected to materially adversely affect, NOTE's sales, results, liquidity, equity or assets;
6. that no information published by NOTE or provided by NOTE to Lifco is materially inaccurate, incomplete or misleading, and that NOTE has published all information that should have been published; and
7. that NOTE does not take any measures that are likely to impair the conditions for making or implementing the offer.
Lifco reserves the right to withdraw the offer in the event that it becomes clear that any of the above conditions have not been or cannot be fulfilled. However, with respect to conditions 2-7, such withdrawal may only be made if the non-fulfilment is of material importance to Lifco's acquisition of NOTE. Lifco reserves the right to waive, in whole or in part, one, several or all of the above conditions, including, with respect to condition 1 above, to complete the offer at a lower acceptance level.
For more information on the takeover bid, please visit http://lifco.se/offer-to-the-shareholders-of-note.
For further information, please contact:
Stefan Charette, Chairman of the Board, tel. 073-994 70 79
Peter Laveson, President and CEO, tel. 08-568 990 06, 070-433 99 99
Henrik Nygren, Chief Financial Officer, tel. 08-568 990 03, 070-977 06 86
About NOTE
NOTE is one of the Nordic region's leading manufacturing partners for outsourced electronics production. NOTE manufactures printed circuit boards, sub-assemblies and complete products (box build). Its customer offering covers the whole product lifecycle, from design to after-sales. NOTE is established in Sweden, Norway, Finland, the UK, Estonia and China. Sales for 2011 were SEK 1,209 million and the group has some 950 employees. NOTE is listed on NASDAQ OMX Stockholm. For more information, please visit
NOTE AB (publ) is publishing this information in accordance with the Swedish Securities Markets Act. The information was submitted for publication at 12:15 p.m. on 3 December 2012.