Press release: ASSA ABLOY acquires 63.6 percent of the shares in Cardo and launches a recommended public offer to the remaining shareholders

ASSA ABLOY AB (”ASSA ABLOY”) has entered into agreements with several large shareholders in Cardo AB (publ) (“Cardo” or the “Company”), including L E Lundbergföretagen AB, to acquire in aggregate 17,162,400 shares in Cardo (the “Acquisitions”), representing approximately 63.6 percent of the shares in Cardo, and hereby announces a cash offer to the shareholders in Cardo to tender all shares in Cardo to ASSA ABLOY at a price of SEK 420 per share (the “Offer”). The shares in Cardo are listed on NASDAQ OMX Stockholm (“NASDAQ OMX”), Mid Cap.

Summary:

  • Several large shareholders in Cardo, including L E Lundbergföretagen AB, who in aggregate hold 17,162,400 shares in Cardo, representing approximately 63.6 percent of the shares in the Company, have entered into agreements with ASSA ABLOY to sell their shares in the Company to ASSA ABLOY for a cash consideration of SEK 420 per share. The Acquisitions and the Offer are conditional upon clearances from relevant competition authorities.
  • ASSA ABLOY offers SEK 420 in cash per share in Cardo, corresponding to an aggregate offer value for all shares in Cardo of SEK 11.3 billion.
  • Cardo’s Board of Directors unanimously recommends Cardo’s shareholders to accept the Offer. (1)
  • The Offer represents a premium of approximately 57 percent compared to Cardo’s volume-weighted average share price on NASDAQ OMX during the last three months up to and including December 10, 2010, of approximately SEK 267.
  • The acceptance period for the Offer is expected to commence on February 4, 2011 and end on February 25, 2011. Settement is expected to commence on March 7, 2011.
  • A press conference will be held today at 10.00 (CET).

(1) Board Members Fredrik Lundberg, Ulf Lundahl and Katarina Martinson have not participated in the Board’s evaluation of the Offer, due to ASSA ABLOY’s acquisition of L E Lundbergföretagen AB’s shares in the Company.

“It is with great pleasure that I welcome Cardo as a new member of the ASSA ABLOY Group. Cardo is a strategic addition in our creation of a strong position within Entrance Automation and adds important competence, products and services, mainly within the area industrial doors in Europe. Together, ASSA ABLOY and Cardo form a strong player within Entrance Automation for continued profitable growth in mature as well as new markets”, says Johan Molin, President and CEO of ASSA ABLOY.

“I welcome Cardo Entrance Solutions, which is one of the world’s leading industrial door operations. The combination of Cardo Entrance Solutions and ASSA ABLOY Entrance Systems means that we will be able to offer the customers a complete product and maintenance solution. I am looking forward to Cardo’s added competence which forms the foundation for continued rapid expansion”, says Juan Vargues, Head of ASSA ABLOY’s Entrance Systems division.

Background and reasons for the Acquisitions and the Offer

ASSA ABLOY continuously seeks opportunities to, in addition to organic growth, grow through acquisitions, and has a history of successfully integrating and further developing its acquisitions. ASSA ABLOY has, for some time, followed Cardo’s division Entrance Solutions, which is a leading supplier of industrial doors, logistic systems, garage doors and services. Cardo Entrance Solutions constitutes a strategically important step in developing ASSA ABLOY’s operations within the Entrance Systems division. In total, this will strengthen ASSA ABLOY’s product offering and create a strong supplier within Entrance Automation with a wide range of products and services.

ASSA ABLOY believes that the acquisition of Cardo will generate significant synergies. These synergies are to a large extent expected to be generated by combining the companies’ respective offerings. This is mainly related to service offerings but also sales of products. Cost synergies through rationalisations and coordination within e.g. purchasing and production are also expected to contribute with a lesser part of the synergies.

The synergies are expected to significantly contribute to the profitability of the combined Entrance Systems operation and are expected to be fully realised within a period of three years. ASSA ABLOY estimates that the largest part of the synergies and the strategic rationale for the acquisition can be obtained even if ASSA ABLOY’s holding in Cardo would remain at the currently acquired share of the Company. Integration costs are expected to be limited to SEK 200-300 million.

ASSA ABLOY believes that Cardo’s other operations within wastewater solutions and process equipment for the pulp and paper industry do not fit ASSA ABLOY’s operations in the long-term, and will, following the acquisition of Cardo, in a disciplined manner analyse various alternatives, including other potential owners for these operations.

ASSA ABLOY anticipates limited effects as a result of completion of the Offer and ASSA ABLOY’s strategic plans for the employees of Cardo and their terms of employment as well as the Company’s operations at locations where Cardo conducts business.

The Offer

ASSA ABLOY offers SEK 420 in cash per share in Cardo. )  No commission will be charged in connection with the Offer.

Compared to Cardo’s volume-weighted average share price on NASDAQ OMX during the last three months up to and including December 10, 2010, of approximately SEK 267, the Offer represents a premium of approximately 57 percent. Compared to the last closing price of SEK 283 per share on NASDAQ OMX on December 10, 2010, being the last day of trading prior to announcement of the Offer, the Offer represents a premium of approximately 48 percent.

The total offer value for all shares in Cardo amounts to approximately SEK 11.3 billion. The offer value excluding the Acquisitions amounts to approximately SEK 4.1 billion.

The acceptance period for the Offer is expected to commence on February 4, 2011, and end on February 25, 2011. Settlement is expected to commence on March 7, 2011.

ASSA ABLOY’s holding in Cardo

Several large shareholders in Cardo, including L E Lundbergföretagen AB, who in aggregate hold 17,162,400 shares in Cardo, have entered into agreements with ASSA ABLOY to sell their shares in the Company to ASSA ABLOY. The total consideration for the Acquisitions amounts to approximately SEK 7.2 billion. ASSA ABLOY’s holding in Cardo will amount to 63.6 percent of the capital and votes following completion of the Acquisitions, which will be completed as soon as clearances from relevant competition authorities have been received. The agreements include customary conditions regarding rights for the sellers to receive compensation, should the shares be sold to a third party or should the offer price be increased by ASSA ABLOY.

ASSA ABLOY has previously not owned or controlled any shares in Cardo and has not, save as set out above, acquired any shares in the Company during the last six moths prior to announcement of the Offer.

Recommendation by the Board of Directors of Cardo

Cardo’s Board of Directors unanimously recommends Cardo’s shareholders to accept the Offer. ) Please see a separate press release from the Board of Directors in Cardo.

Conditions to the Offer

Completion of the Offer is conditional upon all necessary regulatory, governmental or other similar clearances, approvals and decisions to consummate the Offer, including approvals and clearances from competition authorities, being obtained, in each case on terms which, in ASSA ABLOY’s opinion, are acceptable.

ASSA ABLOY reserves the right to withdraw the Offer in the event that it is clear that the above condition is not satisfied or cannot be satisfied. Such withdrawal will only be made if the non-satisfaction of such condition is of material importance to ASSA ABLOY’s acquisition of the shares in Cardo.

Financing of the Offer

Financing of the Offer has been secured and the Offer is not subject to any financing conditions. ASSA ABLOY will finance the Offer through a new bridge facility. The drawdown under the bridge facility is subject to conditions which are at the discretion of ASSA ABLOY, essentially: (i) that ASSA ABLOY announces the Offer and complies with the laws and regulations applicable to the Offer; (ii) that certain representations in relation to facts are correct in all material respects; (iii) that ASSA ABLOY has not committed a material breach of its obligations under the facility or any other material financing agreement; and (iv) that ASSA ABLOY provides the bank with certain customary formal documents.

ASSA ABLOY intends to re-negotiate the described bridge facility during the offer period and replace it with a more long-term financing alternative.

Financial effects for ASSA ABLOY

The total cash consideration pursuant to the Acquisition and the Offer amounts to approximately SEK 11.3 billion. Cardo’s net debt amounted to approximately SEK 56 million as of end of the third quarter 2010. Acquisition related intangible assets are expected to amount to approximately SEK 9.5 billion. Purchase Price Allocation will be announced as soon as a pro forma balance sheet has been established. The acquisition is expected to contribute to earnings per share during 2011.

Presented below is a summary of financial information after completion of the Offer, assuming that 100 percent of the shares are tendered in the Offer. The financial information is derived form each company’s public financial reports and has not been adjusted with regards to differences in accounting standards or amortization of any excess value that arises in connection with the acquisition.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1) Excluding items affecting comparability of approximately SEK 1.0 billion.
2) Excluding items affecting comparability of approximately SEK 0.2 billion.
3) Not adjusted for amortizations of any excess value that arises in connection with the acquisition.
4) Combined net debt for both companies at end of period including total offer consideration for 100% of the shares in Cardo.
5) Excluding items affecting comparability of approximately SEK 0.1 billion.

Preliminary timetable

Preliminary date for announcement of the offer document: February 1, 2011

Preliminary dates for the acceptance period: February 4 – 25, 2011

Preliminary date for settlement: March 7, 2011

ASSA ABLOY reserves the right to extend the acceptance period for the Offer, as well as to postpone the date of settlement. Settlement will not commence until ASSA ABLOY has received all necessary regulatory clearances that are required for completion of the Offer, which are expected to be obtained towards the end of the acceptance period.

Statement from the Swedish Securities Council

The Swedish Securities Council has granted ASSA ABLOY an exemption to exclude shareholders in Australia, Canada, Japan, New Zealand, and South Africa from the Offer (AMN 2010:42). The statement in full can be viewed at www.aktiemarknadsnamnden.se.

Compulsory acquisition and de-listing

If ASSA ABLOY becomes holder of more than 90 percent of the shares in Cardo, ASSA ABLOY intends to call for compulsory acquisition of the remaining shares in Cardo in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). In connection hereto, ASSA ABLOY intends to act to have the Cardo-shares delisted from NASDAQ OMX.

Applicable law and disputes

Swedish law, NASDAQ OMX’s rules regarding public offers on the stock market (the “Takeover Rules”), the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules, and, where applicable, the Swedish Securities Council’s former rulings regarding interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee’s rules on public offers, are applicable on the Offer.

In accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), ASSA ABLOY has on December 10, 2010, undertaken towards NASDAQ OMX to comply with the Takeover Rules, the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules, and, where applicable, the Swedish Securities Council’s former rulings regarding interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee’s rules on public offers, and submit to the sanctions that NASDAQ OMX may decide upon in event of infringement of the Takeover Rules. ASSA ABLOY informed the Swedish Financial Supervisory Authority about the Offer and the above mentioned undertaking on December 12, 2010. Any dispute relating to, or arising in connection with, the Offer shall be settled exclusively by Swedish courts, with the city court of Stockholm as the court of first instance.

Advisers

ASSA ABLOY has in connection to the Acquisitions and the Offer appointed SEB Enskilda as financial adviser and Linklaters Advokatbyrå AB as legal adviser.

Stockholm, Sweden, December 13, 2010

ASSA ABLOY AB

The information in this press release was submitted for publication on December 13, 2010 at 07.30 (CET).

Press conference today at 10.00 (CET) for further information

On the account of the Offer, ASSA ABLOY will arrange for a press conference today, Monday December 13, 10.00 (CET), at Grand Hotel, Blasieholmshamnen 8, Stockholm, with President and CEO Johan Molin and CFO Tomas Eliasson.

The press conference can also be followed on the Internet atwww.assaabloy.com. Questions may be submitted by telephone on:

Telephone: +44 20 716 200 25
Pin: 883597

A PowerPoint presentation will be made available on ASSA ABLOY’s website before the start of the conference.

For more information please contact:

Johan Molin, President and CEO, Tel: +46 8-506 485 42

ASSA ABLOY in brief

ASSA ABLOY is a leader in door opening solutions, dedicated to satisfying end-user needs for security, safety and convenience.

ASSA ABLOY is represented all over the world, on both mature and emerging markets, with strong positions in much of Europe and North America and in Asia. In the fast-growing electromechanical security segment, the Group has a strong position in areas such as access control, identification technology, door automation and hotel security.

Since its founding in 1994, ASSA ABLOY has grown from a regional company to an international group with 37,000 employees.

In 2009, ASSA ABLOY’s turnover amounted to approximately SEK 35 billion and the operating profit amounted to approximately SEK 5.4 billion. ASSA ABLOY has a market capitalisation of approximately SEK 73 billion and is listed on NASDAQ OMX Stockholm, Large Cap.

Fore more information visit www.assaabloy.com.

Cardo in brief

Cardo is leading supplier of industrial doors and logistics systems, wastewater treatment systems, process equipment for the pulp and paper industry and garage doors. With approximately 5,300 employees worldwide, Cardo delivers solutions that help to solve some of the greatest challenges of our time in the fields of water, transportation and energy. Corporate headquarters are located in Malmö, Sweden.

In 2009, Cardo’s turnover amounted to approximately SEK 8.8 billion and the operating profit amounted to approximately SEK 0.5 billion. Cardo has a market capitalisation of approximately SEK 7.6 billion and is listed on NASDAQ OMX Stockholm, Mid Cap.

For further information visit www.cardo.com.

IMPORTANT INFORMATION

THIS PRESS RELEASE IS NOT AND MUST NOT, DIRECTLY OR INDIRECTLY, BE DISTRIBUTED OR MADE PUBLIC IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE OFFER IS NOT BEING MADE TO PERSONS IN THOSE JURISDICTIONS OR ELSEWHERE WHERE THEIR PARTICIPATION REQUIRES FURTHER OFFER DOCUMENTS, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED BY SWEDISH LAW.

THIS INFORMATION IS MADE PUBLIC IN ACCORDANCE WITH THE SECURITIES MARKETS ACT AND NASDAQ OMX STOCKHOLM’S TAKEOVER RULES.

THIS IS A TRANSLATION OF THE ORIGINAL SWEDISH LANGUAGE PRESS RELEASE. IN THE EVENT OF A DISPUTE, THE ORIGINAL SWEDISH WORDING SHALL PREVAIL.

Offer Restrictions

The Offer pursuant to the terms and conditions presented in this press release is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law.

This press release and any related offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by ASSA ABLOY. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) in or into Australia, Canada, Japan, New Zealand or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within Australia, Canada, Japan, New Zealand or South Africa. Accordingly, this press release and any related offer documentation are not being and should not be mailed or otherwise distributed, forwarded or sent in or into Australia, Canada, Japan, New Zealand or South Africa.

ASSA ABLOY will not deliver any consideration from the Offer into Australia, Canada, Japan, New Zealand or South Africa.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Japan, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.

Forward-looking statements

This press release may contain forward-looking statements. These statements are not guarantees of future performance and are subject to inherent risks and uncertainties. Forward-looking statements may be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may”, “will”, “expects”, “believes”, “anticipates”, “plans”, “intends”, “estimates”, “projects”, “targets” “forecasts”, “seeks”, “could”, or the negative of such terms, and other variations on such terms or comparable terminology. Forward-looking statements include, but are not limited to, statements about the expected future business of Cardo resulting from and following the Offer. These statements reflect ASSA ABLOY’s current expectations based upon information currently available to it and are subject to various assumptions, as well as risks and uncertainties that may be outside of its control, including but not limited to the effect of changes in general economic conditions, the level of interest rates, fluctuations in product demand, competition, technological change, employee relations, planning and property regulations, natural disasters and the potential need for increased capital expenditure (such as resulting from increased demand, new business opportunities and deployment of new technologies). Actual results could differ materially from those expressed or implied in such forward-looking statements. Any such forward-looking statements speak only as of the date on which they are made and ASSA ABLOY has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.