Norway Post makes offer for OptiMail AB
The Norwegian postal services provider Posten Norge AS (Norway Post) announced on Tuesday (22 November) a public bid for all outstanding shares in the Swedish letter and logistics company OptiMail AB.
The offer was made through Norway Post's wholly-owned Swedish subsidiary CityMail Sweden AB.
Norway Post currently controls 21.3% of the share capital of OptiMail AB.
The offer amounts to SEK18.75 in cash per share, which represents a premium of 37% and values OptiMail at a total of SEK236m.
OptiMail's board of directors has recommended shareholders to accept the offer.
One Swedish krona (SEK) is worth approximately 0.07 British pounds (GBP).
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Statement from the Board of Directors of OptiMail AB (publ) as a consequence of a cash public tender offer from Posten Norge AS
Waymaker (English) 11-22-2005
Statement from the Board of Directors of OptiMail AB (publ) as a
consequence of a cash public tender offer from Posten Norge AS
On 22 November 2005, Posten Norge AS publicly announced a conditional
cash Public Tender Offer to the shareholders of OptiMail AB in the
amount of SEK 18.75 per share. The acceptance period preliminary runs
until 30 December 2005. According to the offer, OptiMail is valued at
approximately SEK 236.
Statement from the Board of Directors of OptiMail AB (publ) as a consequence of a cash public tender offer from Posten Norge AS On 22 November 2005, Posten Norge AS publicly announced a conditional cash Public Tender Offer to the shareholders of OptiMail AB in the amount of SEK 18.75 per share. The acceptance period preliminary runs until 30 December 2005. According to the offer, OptiMail is valued at approximately SEK 236. Posten Norge AS owns 1,071,200 shares in OptiMail AB and controls..
Posten Norge AS owns 1,071,200 shares in OptiMail AB and controls a
further 1,600,000 shares through the subsidiary, CityMail Sweden AB.
On the day prior to the publication of Posten Norge's Tender Offer for
all of the shares in OptiMail, the transaction price for OptiMail shares
was SEK 13.70. In relation to that share price, the Tender Offer
represents a premium of 37%.
The Board of Directors of OptiMail has evaluated the Tender Offer and
wished to point out the following to the shareholders of OptiMail AB:
· Posten Norge AS controls not less than 21.3% of the share capital and
voting capital in OptiMail. Additional shareholders, who together
control 41.1% of the share capital and voting capital in OptiMail, have
announced that they have accepted the Tender Offer. Thus, shareholders
holding not less than 62.4% of the share capital and voting capital in
OptiMail have accepted the Tender Offer.
· Since 2000, OptiMail has developed well on its own. It is clear to
OptiMail that international postal services are best marketed as a
supplement to national services. OptiMail has been able to do this over
a long period of time through its partnership with CityMail Sweden.
However, the Board of Directors is convinced that it would be more
positive for OptiMail's business to be fully included in the same
structure as CityMail Sweden/Posten Norge. Posten Norge has a Nordic
strategy and, through this transaction, OptiMail becomes part of it.
· Posten Norge’s Tender Offer is conditional, to among other things that
Posten Norge becomes the owner of at least 90% of the total number of
shares, that no other more favourable offer is made public, that all
necessary permits, acceptances, decisions, and other acts from
authorities, competition authorities are granted on, for Norway Post
acceptable terms.
· In previous purchase agreements, OptiMail has undertaken to sell its
holding in CityMail Sweden to Posten Norge. CityMail Sweden has
performed well during the year and it is now believed that OptiMail's
Board of Directors' previous forecast, that OptiMail would receive SEK
50 million in conjunction with the final settlement of the transaction,
will be exceeded by approximately SEK 15 million. The Board of
Directors believes that consideration to this fact has been given in the
level of the Tender Offer.
· Fairness opinion. The Board of Directors believes that the Tender
Offer from Posten Norge is reasonable both from an industrial and a
financial perspective and, therefore, has not engaged any third party to
assist with a fairness opinion.
In light of the above, the Board of Directors of OptiMail unanimously
recommends to OptiMail AB’s shareholders that they accept the Tender
Offer from Posten Norge AS.
Stockholm, 22 November 2005
OptiMail AB
For further information, please contact:
Fredrik Olsson, Managing Director, +46 70 590 62 58
Fredrik Ramberg, Chairman of the Board of Directors, +46 8 546 546 00
