Sweco Makes a Recommended Public Mixed Exchange and Cash Offer for All Issued and Outstanding Ordinary Shares in the Capital of Grontmij

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Grontmij Business Services BV

13 Jul, 2015, 05:30 GMT

STOCKHOLM and DE BILT, the Netherlands, July 13, 2015 /PRNewswire/ --

Sweco and Grontmij announce the publication of the documentation relating to the offer and contemplated merger of Grontmij into Sweco 

Transaction highlights: 

  • Recommended public mixed exchange and cash offer by Sweco AB (publ) ("Sweco") to all holders (including holders of cumulative convertible preference shares where the context so requires, the "Grontmij Shareholders") of issued and outstanding ordinary shares with a nominal value of EUR 0.25 each in the capital of Grontmij N.V. ("Grontmij")  (the "Grontmij Shares") at an exchange ratio of 0.22195 class B shares in the capital of Sweco (the "Sweco B Shares") to be issued by Sweco under the Offer (the "Exchange Ratio"), plus EUR 1.84 (cum dividend) in cash, for each Tendered Grontmij Share (the "Offer").
  • Based on the Sweco B Share closing price of SEK 119 (EUR 12.70)[1] on Friday 29 May 2015, the share component of the offer price would be valued at EUR 2.82 per Tendered Grontmij Share and thus the total offer price at EUR 4.66 per Tendered Grontmij Share representing a premium of 21.7% over the Grontmij Share closing price of EUR 3.83 on Friday 29 May 2015.
  • The Executive Board and the Supervisory Board of Grontmij (the "Grontmij Boards") fully support and unanimously recommend the Offer for acceptance and the Merger (as defined below) for approval to the Grontmij Shareholders.
  • On 10 July 2015, the Central Works Council of Grontmij Nederland Holding B.V. has rendered a positive advice regarding the recommendation of the Offer and the Merger.
  • Major shareholders of Grontmij holding in the aggregate approximately 64% of the issued and outstanding share capital of Grontmij have irrevocably committed to vote in favour of all resolutions required in connection with the Offer, the Merger, and all transactions contemplated therewith (the "Transactions") at the Grontmij EGM and to tender approximately 55% of the issued and outstanding share capital of Grontmij under the Offer. This includes all holders of cumulative convertible preference shares ("Grontmij Cumprefs") having irrevocably committed to request Grontmij to convert the Cumprefs into Grontmij Shares, subject to the Offer being declared unconditional, and to tender the underlying Grontmij Shares in the Offer.
  • Sweco currently holds 8.98% of the issued and outstanding share capital of Grontmij.
  • Sweco's two largest shareholders, jointly holding approximately 45% of the economic rights and approximately 56% of the voting rights in Sweco, have irrevocably undertaken to vote in favour of all resolutions required in connection with the Transactions at the Sweco EGM.
  • The Offer Period (as explained below) will commence at 09:00 hours CET on 15 July 2015 and will expire at 17:40 hours CET on 22 September 2015, unless extended.
  • Sweco today convenes an extraordinary general meeting of shareholders to be held on 24 August 2015 at 15:00 CET at Sweco's headquarters at Gjörwellsgatan 22 in Stockholm, Sweden, to consider, among other matters, the Offer and the Merger (the "Sweco EGM").
  • Grontmij today convenes an extraordinary general meeting of shareholders to be held on 28 August 2015 at 14:00 hours CET at Hotel Novotel Amsterdam City, Europaboulevard 10 in Amsterdam, the Netherlands, during which, among other matters, the Offer will be discussed and the Merger will be voted on (the "Grontmij EGM").
  • The Offer shall be subject to satisfaction or waiver of certain offer conditions, as set out in Section 6.7(a) of the Offer Memorandum (the "Offer Conditions"), including a minimum acceptance level of 80% of the Grontmij Shares which will be increased to 95% if the Grontmij EGM has not approved the Merger with at least a 66.67% majority of the votes cast.
  • If Sweco holds between 80% and 95% of the Grontmij Shares after settlement of the Offer (the "Settlement"), Sweco may pursue the Merger. No Merger will be undertaken in the event that, after Settlement of the Offer, Sweco holds 95% or more of the Grontmij Shares, in which case a statutory buy-out procedure (uitkoopprocedure) in accordance with section 2:92a, 2:201a or section 2:359c of the DCC (the "Statutory Buy-Out") will be initiated by Sweco to buy out the Grontmij Shareholders that have not tendered their Grontmij Shares under the Offer.
  • Sweco has received the required regulatory approval from the Swedish competition authority. Sweco is in the process of seeking the required regulatory approval from the Polish competition authority.
  • Sweco and Grontmij will combine to form the leading engineering consultancy on the European market - The combined company will allow both companies to accelerate their strategies. The combined company will have approximately 14,500 employees[2] with an annual turnover of approximately EUR 1.7 billion (SEK 15.2 billion[3]) (2014 pro forma combined), and an unrivalled base of competence.

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1. In accordance with the exchange rate on 29 May 2015, being 0.10674.

2. Calculated as FTE's.

3. Based on an SEK/EUR exchange rate of 0.10674.

Further to the joint press release of Sweco AB (publ) ("Sweco") (Nasdaq Stockholm; ticker symbol SWECA and SWECB) and Grontmij N.V. ("Grontmij") (Euronext Amsterdam; ticker symbol GRONT) of 1 June 2015, Sweco and Grontmij jointly announce the publication of an offer memorandum (the "Offer Memorandum") which was approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the "AFM") on 10 July 2015 and the publication of a prospectus related to the admittance to trading at Nasdaq Stockholm of Sweco B Shares, to be issued by Sweco under the Offer which was approved by the Swedish Financial Supervisory Authority (Finansinspektionen) on 10 July 2015 (the "Prospectus").

With the publication of the Offer Memorandum today, Sweco is making a recommended public mixed exchange and cash offer to all holders of Grontmij Shares to exchange all or part of their Grontmij Shares for Sweco B Shares and a cash amount, subject to the terms and conditions set forth in the Offer Memorandum.

For the full press release, please visit http://www.swecogroup.com or http://www.grontmij.com.

About Sweco 

Sweco is the Nordic region's leading provider of services for sustainable engineering and design. Our 9,000 engineers, architects and environmental experts develop value-creating solutions for our clients and for society. Sweco is among the ten largest consulting engineering companies in Europe, carrying out assignments in 80 countries annually throughout the world. The company has annual sales of approximately SEK 9 billion and is listed on Nasdaq Stockholm. The information was submitted for publication on 13 July 2015, 7.30 CET. For further information, visit http://www.swecogroup.com.

About Grontmij 

Grontmij is a leading European company in the consulting & engineering industry with world class expertise in the fields of energy, highways & roads, sustainable buildings and water. Grontmij's leading principle is sustainability by design. This enables Grontmij's professionals to support customers in developing the built and natural environment. Established in 1915, Grontmij is listed on the Euronext Amsterdam stock exchange. 

For further information, visit http://www.grontmij.com.

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