{"id":15742,"date":"2012-12-21T10:00:00","date_gmt":"2012-12-21T09:00:00","guid":{"rendered":"https:\/\/www.note-ems.com\/press-releases\/uttalande-fran-note-abs-styrelse-med-anledning-av-offentligt-uppkopserbjudande-fran-lifco-ab\/"},"modified":"2025-12-02T08:28:26","modified_gmt":"2025-12-02T07:28:26","slug":"statement-by-the-board-of-directors-of-note-ab-in-connection-with-the-public-offer-by-lifco-ab","status":"publish","type":"mfn_news","link":"https:\/\/www.note-ems.com\/en\/pressmeddelande\/uttalande-fran-note-abs-styrelse-med-anledning-av-offentligt-uppkopserbjudande-fran-lifco-ab\/","title":{"rendered":"Statement from the Board of Directors of NOTE AB regarding the public takeover offer from Lifco AB"},"content":{"rendered":"<p><span><strong><span>Background<\/span><\/strong><br \/>With reference to NASDAQ OMX Stockholm's rules regarding public offers (the Takeover Rules), the Board of Directors (the \u201dBoard\u201d) of NOTE AB (publ) (\u201dNOTE\u201d or the \u201dcompany\u201d) makes the following statement.<\/span><\/p>\n<p><span>Lifco AB (\u201dLifco\u201d), a company wholly owned by Carl Bennet AB, made a public offer to the shareholders of NOTE on 3 December 2012 (the \u201dOffer\u201d). NOTE's shares are listed for trading on NASDAQ OMX Stockholm, Small Cap.<\/span><\/p>\n<ul>\n<li><span>Lifco is offering SEK 8.00 in cash for each share in NOTE, which means that the total Offer<\/span><span> value amounts to approximately SEK 231 million.<\/span><\/li>\n<li><span>The Offer represents a premium of 38% compared to the closing price of SEK 5.80 per NOTE share on 30 November 2012. Compared to the volume-weighted average price over the last 30 trading days of SEK 5.93 per NOTE share, the Offer represents a premium of 35 per cent.<\/span><\/li>\n<li><span>The acceptance period for the Offer is expected to commence on or about 2 January 2013 and to close on or about 23 January 2013.<\/span><\/li>\n<\/ul>\n<p><span>As background and strategic reasons for the Offer, it is stated that Lifco has long followed the development of NOTE, one of the Nordic region's leading contract manufacturers, and that NOTE is seen as a good complement to LEAB, Lifco's own business in this area with sales of approximately SEK 450 million. NOTE and LEAB are considered to share the same strategic focus on small to medium-sized series, which require high competence and flexibility.<\/span><\/p>\n<p><span>Furthermore, Lifco is said to view favourably the measures taken by NOTE's Board of Directors and management to achieve stable earnings, and that Lifco does not currently intend to make any significant changes to NOTE's employees, terms of employment or the locations where the company operates.<\/span><\/p>\n<p><span>\u00a0\u00a0\u00a0 <br \/>Completion of the Offer is conditional upon:<\/span><\/p>\n<ol>\n<li><span>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;\n<p> <\/span><\/li>\n<li><span>that no one else announces an offer to acquire shares in NOTE on terms that are more favourable to NOTE's shareholders than the terms of the Offer;\n<p> <\/span><\/li>\n<li><span>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;\n<p> <\/span><\/li>\n<li><span>that neither the Offer nor the acquisition of NOTE will be wholly or partly rendered impossible or substantially impeded by reason of any legislation or other regulation, court decision, governmental decision or similar circumstance which exists or may be expected to exist and which Lifco could not reasonably have foreseen at the time of the announcement of the Offer;\n<p> <\/span><\/li>\n<li><span>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, earnings, liquidity, equity or assets;\n<p> <\/span><\/li>\n<li><span>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\n<p> <\/span><\/li>\n<li><span>that NOTE does not take any measures that are likely to impair the conditions for making or implementing the Offer.<\/span><\/li>\n<\/ol>\n<p><span>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.<\/span><\/p>\n<p><span> <\/span><strong><span>\u00a0\u00a0\u00a0 <br \/>Considerations of the Board<\/span><\/strong><br \/><span>NOTE is one of northern Europe's leading manufacturing and logistics partners for electronics production. NOTE manufactures printed circuit boards, subassemblies and complete products. Its customer offering covers the whole product lifecycle, from design to after-sales.<\/span><\/p>\n<p><span>In 2010, NOTE decided on and executed a relatively extensive restructuring programme aimed at improving annual operating profit by SEK 50 million. Unprofitable operations were sold or discontinued, and central costs were adjusted to the current market situation. Electronics manufacturing was concentrated to fewer units, both in Sweden and internationally. In this way, capacity utilisation in the Group was increased while costs were reduced.<\/span><\/p>\n<p><span>After completing its restructuring programme, NOTE's financial position has strengthened, and from the fourth quarter of 2010, NOTE can report eight consecutive quarters of positive profits and cash flow. In the same period, total operating profit totalled SEK 108 million and cash flow (after investments) was over SEK 167 million. The positive financial performance enabled the company to once again deliver dividends to shareholders. The dividend declared and paid for the 2011 financial year totalled SEK 0.30 per share, equivalent to SEK 8.7 million. The conditions for a significantly increased dividend for 2012 can be considered favourable.<\/span><\/p>\n<p><span>Since the reorganisation, NOTE has strengthened its customer offering through enhanced quality, delivery precision and a stronger financial base. Despite weaker demand due to the macroeconomic situation, NOTE established business relationships with more than 40 new customers in 2012. NOTE is competitive, and after a period of increased focus on growth, has delivered evidence of a strong business model that will enable profitable growth.<\/span><\/p>\n<p><span>For the European market for outsourced electronics production, several industry analysts predict growth of around four per cent per year in the coming years, most of it in Central and Eastern Europe. This means that the main drivers will continue to be the search for cost-efficient production and rationalisation, as well as continued production shifts from West to East.<\/span><\/p>\n<p><span>There are many indications that the sector as a whole, and Europe in particular, is facing a consolidation ring, and in Sweden alone, there are currently an estimated 100 companies engaged in some form of outsourced electronics production. Accordingly, these market conditions give a stronger and more financially stable NOTE good prospects of actively participating in driving value-creating consolidation of the sector.<\/span><\/p>\n<p><span><strong><span>\u00a0\u00a0 <br \/>Recommendation of the Board of Directors<\/span><\/strong><br \/>The Board of Directors of NOTE has considered what is in the best interest of the shareholders with regard to the Offer and bases its recommendation on factors that the Board of Directors has deemed relevant to the Offer; NOTE's current financial and business position, the possible future development and the associated opportunities and risks.<\/span><\/p>\n<p><span>NOTE's Board of Directors is of the opinion that the offer from Lifco significantly undervalues NOTE, and that it does not reflect the company's long-term earnings capacity. The timing of the Offer was timely for Lifco, as the NOTE share has been negatively affected by the continued global turmoil. Despite an offer premium of 35 per cent, Lifco's valuation is only 87 per cent of NOTE's equity at the end of the third quarter 2012, which cannot in any way be considered to illustrate a correct valuation of NOTE. Accordingly, the Board of Directors recommends that shareholders do not accept the Offer from Lifco.<\/span><\/p>\n<p><span>The statement is based on a unanimous decision by NOTE's Board of Directors.<\/span><\/p>\n<p><span>\u00a0\u00a0 <br \/>NOTE AB (publ)<\/span><\/p>\n<p><span>The Board of Directors<\/span><\/p>\n<p><span>\u00a0 <br \/>For further information, please contact:<br \/>Stefan Charette, Chairman of the Board, tel. 073-994 70 79<br \/>Peter Laveson, President and CEO, tel. 08-568 990 06, 070-433 99 99<br \/>Henrik Nygren, Chief Financial Officer, tel. 08-568 990 03, 070-977 06 86<\/span><\/p>\n<p><span>\u00a0\u00a0 <em><br \/>About NOTE <br \/> NOTE is one of northern Europe's leading manufacturing and logistics partners for 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 2013 totalled SEK 907 million and the group has some 850 employees. NOTE is listed on NASDAQ OMX Stockholm. For more information, please visit www.note.eu.<\/em><\/span><\/p>\n<p><span><em><span>\u00a0\u00a0 <br \/>NOTE AB (publ) is publishing this information in accordance with the Swedish Securities Markets Act. The information was submitted for publication at 10:00 a.m. on 21 December 2012.<\/span><\/em><\/span><\/p>\n<div class=\"mfn-footer\"><\/div>\n<div class=\"mfn-footer mfn-about\"><\/div>\n<div class=\"mfn-footer mfn-attachment mfn-attachment-general\">\n<p><strong class=\"mfn-heading-1\">Attached files<\/strong><br \/><a class=\"mfn-primary\" href=\"https:\/\/mb.cision.com\/Main\/165\/9352365\/79271.pdf\" rel=\"noopener\" target=\"_blank\">Press release<\/a><\/p>\n<\/div>\n<script>\n                Array.prototype.slice.call(document.querySelectorAll(\".mfn-footer.mfn-attachment\")).forEach(function (el) { el.remove() });\n            <\/script>\n        <div class=\"mfn-attachments-container\"><div class=\"mfn-attachment\"><a class=\"mfn-attachment-link\" href=\"https:\/\/storage.mfn.se\/proxy\/pressmeddelande.pdf?url=https%3A%2F%2Fmb.cision.com%2FMain%2F165%2F9352365%2F79271.pdf\" target=\"_blank\" rel=\"noopener\"><span class=\"mfn-attachment-icon\"><img decoding=\"async\" src=\"https:\/\/storage.mfn.se\/proxy\/pressmeddelande.pdf?url=https%3A%2F%2Fmb.cision.com%2FMain%2F165%2F9352365%2F79271.pdf&type=jpg\"><\/span>Press release<\/a><\/div><\/div>","protected":false},"excerpt":{"rendered":"BackgroundWith reference to NASDAQ OMX Stockholm's rules regarding public offers (the Takeover Rules), the Board of Directors (the \u201dBoard\u201d) of NOTE AB (publ) (\u201dNOTE\u201d or the \u201dcompany\u201d) makes the following statement. Lifco AB (\u201dLifco\u201d), a company wholly owned by Carl Bennet AB, made a public offer to the shareholders of NOTE on 3 December 2012 (the \u201dOffer\u201d). The shares in NOTE are admitted to trading on ...","protected":false},"template":"","class_list":["post-15742","mfn_news","type-mfn_news","status-publish","hentry","mfn-news-tag-mfn-ci","mfn-news-tag-mfn-type-ir","mfn-news-tag-mfn","mfn-news-tag-mfn-ci-other","mfn-news-tag-mfn-regulatory","mfn-news-tag-mfn-lang-sv","mfn-news-tag-mfn-regulatory-vpml"],"acf":[],"_links":{"self":[{"href":"https:\/\/www.note-ems.com\/en\/wp-json\/wp\/v2\/mfn_news\/15742","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.note-ems.com\/en\/wp-json\/wp\/v2\/mfn_news"}],"about":[{"href":"https:\/\/www.note-ems.com\/en\/wp-json\/wp\/v2\/types\/mfn_news"}],"wp:attachment":[{"href":"https:\/\/www.note-ems.com\/en\/wp-json\/wp\/v2\/media?parent=15742"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}