Statement by the Board of Directors of Höganäs in relation to H Intressenter’s increased public offer of SEK 337,50 per share


The Board of Directors recommends the shareholders in Höganäs to accept the
increased offer by H Intressenter

Background

This statement is made by the Board of Directors of Höganäs AB (publ) pursuant
to section II.19 of the rules concerning public takeover offers on the stock
market adopted by NASDAQ OMX Stockholm.

On 11 February 2013, H Intressenter announced a public offer to the shareholders
in Höganäs to sell their shares in Höganäs to H Intressenter (the "Offer").
Adjusted for the dividend from Höganäs of SEK 10 per share, H Intressenter
offered SEK 310 in cash per share in Höganäs. H Intressenter have thereafter,
according to a press release on 22 May 2013, increased the Offer by SEK 15 per
share to SEK 325 per share.

On 22 May 2013, the Board of Directors of Höganäs announced that it recommended
all shareholders in Höganäs to accept H Intressenter’s Offer of SEK 325 per
share.

On 20 August 2013, H Intressenter announced that the Offer was completed and
that H Intressenter and Lindéngruppen following completion together would hold
approximately 51.2 percent of the shares and 61.4 percent of the votes in
Höganäs. The acceptance period for the Offer was at the same time extended up to
and including 6 September 2013.

On 4 September 2013, H Intressenter announced that the Offer will be further
increased by SEK 12,50 to SEK 337,50 per share in Höganäs, provided that
H Intressenter obtains control of more than 90 percent of all the shares in
Höganäs. H Intressenter has reserved the right to waive, in whole or in part,
this condition. The acceptance period will be extended up to and including 20
September 2013.

If H Intressenter obtains control of more than 90 percent of the shares in
Höganäs, compensation corresponding to the price increase will be paid to those
who have previously accepted the Offer and received SEK 325 per share.

H Intressenter has entered into agreements with Didner & Gerge Fonder and
Swedbank Robur Fonder to acquire all their shares in Höganäs, in total 4,259,189
shares, corresponding in total to 12.1 percent of the shares and 9.8 percent of
the votes, at a price of SEK 337.50 per share. The agreements are conditional
upon H Intressenter obtaining control of more than 90 percent of the shares in
Höganäs. The shares acquired under these agreements, together with the shares in
Höganäs controlled by H Intressenter, represents in total 63.3 percent of the
shares and 71.2 percent of the votes in Höganäs.

The Board of Directors has noted that the news agency Direkt has reported that
also Lannebo Fonder expressed its intent to accept the Offer.

For further information regarding the Offer please refer to H Intressenter’s web
site www.h-intressenter.se, where the offering circular and the press releases
announced by H Intressenter since 11 February 2013 are held available.

Board of Directors’[1] (http://#_ftn1) evaluation

The Board of Directors has taken into account a number of factors that the Board
has considered relevant in the assessment of H Intressenter’s present and
previous Offers. These factors include, but are not limited to, Höganäs' current
financial position, expected future development and potential and related
opportunities and risks. The Board of Directors has also analysed the Offer
using the methods normally used for evaluating bids for listed companies,
including the bid premium in relation to the share price, Höganäs’ valuation in
relation to comparable listed companies and comparable acquisitions, the stock
market’s expectation of the development of Höganäs’ profitability and share
price, and the Board of Directors’ expectation of Höganäs’ long-term value based
on expected future cash flows.

The Board of Directors concludes that the Offer of SEK 337.50 per share in
Höganäs exceeds the previous offer of SEK 325 per share, which was announced by
H Intressenter through a press release on 22 May 2013, with 12.50 kronor (about
3.8 percent) per share in Höganäs.

In light of the above, the Board of Directors' overall assessment is that the
Offer is fair from a financial point of view and the Board of Directors
unanimously recommends all shareholders in Höganäs to accept the Offer.

Höganäs, Sweden, 10 September 2013

The Board of Directors of Höganäs AB (publ)

For more information, please contact:

Anders G Carlberg, Chairman of the Board of Höganäs Tel: +46 (0)70 543 7576

Höganäs announces this information in accordance with the Swedish Securities
Market Act and/or the Financial Instruments Trading Act. The information was
submitted for publication at 11.00 a.m. on 10 September 2013.

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[1] (http://#_ftnref1) Board members Jenny Lindén Urnes, Erik Urnes and Urban
Jansson are affiliated to H Intressenter AB, and accordingly, has not
participated in Höganäs’ Board of Directors’ handling of the Offer.
Höganäs AB (publ) is the world’s leading producer of iron and metal powders.
Building on its clear vision of the possibilities of powder to improve
efficiency, the consumption of resources and environmental impact across a raft
of segments, the company has developed in-depth application skills. Thus Höganäs
can help create the automotive components, white goods, water and exhaust
treatment products of the future in collaboration with its customers. Founded in
1797, the company had sales of MSEK 6,700 in 2012, and is quoted on NASDAQ OMX
Stockholm’s Mid Cap List.
For more information, please visit our website: www.hoganas.com.

Attachments

09109091.pdf