This information is disclosed in accordance with the Securities Markets Act and
NASDAQ OMX Stockholm's rules regarding public offers on the stock market.
This press release may not be distributed, directly or indirectly, in or into,
Australia, Canada, Japan, New Zealand, South Africa, Switzerland or the United
States of America. The Offer is not being made to (and acceptances will not be
accepted from) persons in those countries or in any other country where the
making of the Offer, the distribution of this press release or acceptance of the
Offer requires further offer documents, filings or other measures in addition to
those required by Swedish law.
Ratos AB (publ) ("Ratos") announces a recommended cash offer to the shareholders
and convertible debenture holders of Biolin Scientific AB (publ) ("Biolin
Scientific" or the "Company") to tender all their outstanding shares and
convertible debentures to Ratos for SEK 11.50 per share and per convertible
debenture (the "Offer"). Biolin Scientific's shares are listed on the NASDAQ OMX
Stockholm exchange ("NASDAQ OMX"), Small Cap.
The Offer in brief
* Ratos offers SEK 11.50[1] in cash for each share and for each convertible
debenture in Biolin Scientific
* The Offer represents a premium of:
- 32.2% compared to the volume-weighted average price of SEK 8.70 for the
Biolin Scientific shares traded on NASDAQ OMX during the last 30 trading
days prior to announcement of the Offer.
* Biolin Scientific's Board of Directors has unanimously decided to recommend
the shareholders and convertible debenture holders in the Company to accept
the Offer
* Shareholders and convertible debenture holders with holdings equivalent to
35.9% of the capital and votes, after full dilution, have committed, on
certain conditions, to sell their shares in Biolin Scientific to Ratos as
well as to accept the Offer in respect of their convertible debentures
* The Offer is, inter alia, conditional upon the Offer being accepted to such
an extent that Ratos becomes the owner of more than 90% of the total shares
in Biolin Scientific, on a fully-diluted basis
* The acceptance period for the Offer is expected to commence on 1 December
2010 and end on 21 December 2010. Settlement is expected to take place on
28 December 2010.
[1] If Biolin Scientific pays dividends or makes any other distributions to
shareholders, for which the record date occurs prior to the settlement of the
Offer, the consideration paid in the Offer as described above will decrease
accordingly.
Background and rationale for the Offer
Biolin Scientific develops, manufactures and markets analytical instruments for
research, development, quality control and clinical diagnostics. The Company's
largest market niche is nanotechnology, primarily materials science and
biophysics. Biolin Scientific's products are mainly used for the analysis of
interfaces, molecular interactions and measurement of material properties. In
addition, the Company manufactures and sells diagnostic instruments. The product
portfolio includes instruments based on a number of measurement techniques,
including several unique methods in which the Company owns the patents. The core
strategy is to build expertise in the nanotechnology field, which is deemed to
have significant commercial potential, and apply the Company's technology in
that field. Customers mainly comprise researchers in academia, research
institutes and the industrial sector. The Company, based in Västra Frölunda, has
89 employees, of which one third are postdoctoral researchers in relevant
scientific areas. Biolin Scientific was founded in 1984, was listed in 1997 and
is today listed on the NASDAQ OMX, Small Cap, in the Health Care sector.
Biolin Scientific has through organic growth, acquisitions and spinning off of
non-core businesses developed from a Swedish research-focused company to an
international growth company. The third quarter of 2010 was the twentieth
consecutive quarter that Biolin Scientific increased its net sales (on a year-
over-year basis), mainly driven by strong underlying market growth, introduction
of new products, continuous investments in its sales organisation and product
acquisitions as well as M&A activities. Ratos believes that Biolin Scientific's
business niche and market position offer continued strong growth potential.
Biolin Scientific's goal is to offer high-tech products and engage in cutting
edge R&D areas where the commercial potential is expected to be greatest. The
Company's strategy is to grow through complementary acquisitions. There are a
large number of small businesses in Biolin Scientific's market which have solid
products, but lack the sales and distribution organisation required to achieve
international success. Biolin Scientific has identified attractive opportunities
to consolidate a number of small companies, improve distribution and increase
sales of their products, combined with lower costs due to more rational
production and improved focus in development.
Ratos believes that Biolin Scientific is well positioned to continue its
successful development with the existing strategy. Ratos, as owner, intends
support the Company's management team and to assist with capital and expertise
in order to support investments in organic and acquisition-driven growth and to
further develop the Company's technology portfolio as well as its distribution
network.
Ratos greatly appreciates both Biolin Scientific's management team and the
Company's other employees and Ratos expects that the Offer in the long term will
create growth and have a positive impact on the Company's employees, customers
and other stakeholders. Ratos does not anticipate any material effects of the
Offer for the Company's employees, including employment conditions and
employment levels at locations where the Company currently conducts business.
There are no plans to significantly alter Biolin Scientific's existing strategy.
The Offer
Ratos offers SEK 11.50[1] in cash for each share and each convertible debenture
issued by Biolin Scientific. Commission will not be charged in connection with
the Offer.
The Offer represents a premium of:
* 32.2% compared to the volume-weighted average price of SEK 8.70 for the
Biolin Scientific share traded on NASDAQ OMX during the last 30 trading days
prior to announcement of the Offer,
* 25.7% compared to the closing price of SEK 9.15 for the Biolin Scientific
shares traded on NASDAQ OMX on 25 November 2010, and
* 17.9% compared to the closing price of SEK 9.75 for the Biolin Scientific
shares traded on NASDAQ OMX on 26 November 2010, i.e. the last trading day
prior to the announcement of the Offer.
The Offer values the remaining shares in Biolin Scientific at about SEK 277
million based on a total of 24,096,801 Biolin Scientific shares currently
outstanding. Including the issued convertible debentures[2], the total value
offered amounts to approximately SEK 306 million. The acceptance period runs
from the 1 December 2010 until and including 21 December 2010. Settlement is
expected to take place on 28 December 2010.
The Offer is not conditional on financing. The Offer will be financed by
available cash in Ratos.
The Offer is not conditional upon Ratos's receipt of any permission or approval
from any competition authority.
[1] If Biolin Scientific pays dividends or makes any other distributions to
shareholders, for which the record date occurs prior to the settlement of the
Offer, the consideration paid in the Offer as described above will decrease
accordingly.
[2] The Company has issued convertible debentures equivalent to a nominal amount
of in total SEK 25,306,506.80. Full conversion amounts to 2,483,949 shares,
equivalent to a dilution of in approximately 9%. After full conversion, the
Company's total number of outstanding shares would be 26,580,750 and the total
share capital would be SEK 26,580,750.
Convertible 1: In May 2009, convertible debentures corresponding to SEK
12,500,000 at a conversion price of SEK 10 was issued, eligible for conversion
into 1,250,000 shares in Biolin Scientific. After recalculation, in accordance
with the terms and conditions of the convertible debentures following the rights
issue that the Company completed in the autumn of 2009, the conversion price has
changed to SEK 9.51 eligible for conversion into 1,314,405 shares. The debenture
carries 3% interest rate from 31 March 2009 and matures on 30 June 2011. The
Company reserves the right to repay the loan at any time. Both convertible
debenture holders and the Company are entitled to request conversion in the
event of an offer for all shares of the Company.
Convertible 2: In April 2010, convertible debentures corresponding to SEK
11,173,631.85 at a conversion price of SEK 10.95 was issued, eligible for
conversion into 1,020,423 shares of Biolin Scientific. The debenture carries no
interest and matures on 31 March 2011. The Company reserves the right to repay
the loan at any time. Both convertible debenture holders and the Company are
entitled to request conversion in the event of an offer for all shares of the
Company.
Convertible 3: In April 2010, convertible debentures corresponding to SEK
1,632,874.95 at a conversion price of SEK 10.95 was issued, eligible for
conversion into 149,121 shares in Biolin Scientific. The debenture carried no
interest and matured on 30 September 2010. The Company reserved the right to
repay the loan at any time. Both convertible debenture holders and the Company
were entitled to request conversion in the event of an offer for all shares of
the Company. Information from the Company states that the Company has called for
conversion of all debentures regarding Convertible 3 during September 2010. The
resulting shares have not yet been registered at the Companies Registration
Office and have therefore not been issued to the convertible debenture holders.
Terms and conditions for the Offer
Completion of the Offer is conditional upon:
i) that Biolin Scientific's shareholders accept the Offer to such an extent that
Ratos becomes the owner of shares in the Company representing more than 90% of
the total number of shares of the Company on a fully diluted basis;
ii) that any third party does not publish an offer to acquire shares in Biolin
Scientific on terms more favourable to shareholders of the Company than the
Offer;
iii) that no event or circumstance occurs which would affect or could reasonably
be expected to materially adversely affect Biolin Scientific's result,
liquidity, profit or overall financial position (Material Adverse Change);
iv) that the Offer is not, before publication of the completion of the Offer,
wholly or partly prevented or materially adversely affected or otherwise
materially affected adversely by legislation, court decision, public authority
decision or other circumstances beyond Ratos's control in Sweden or in any
another country;
v) that Biolin Scientific's Board of Directors does not take any action that is
likely to impair the prerequisites for the completion of the Offer; and
vi) that Ratos does not, prior to announcement of the completion of the Offer,
becomes aware that information published by Biolin Scientific in any material
respect is incorrect or misleading, or that any material information that Biolin
Scientific has been required to disclose has not been published by the Company.
Ratos reserves the right to withdraw the Offer in the event it becomes clear
that the above conditions are not fulfilled or cannot be fulfilled. With regard
to conditions ii)-vi), however, such withdrawal will only be made if the non-
fulfilment is of material importance to Ratos's acquisition of shares and
convertible debentures in Biolin Scientific.
Ratos reserves the right to waive, in whole or in part, one or more of the
conditions above, including with respect to condition i) above, to complete the
Offer at a lower level of acceptance.
Recommendation from the Board of Directors in Biolin Scientific
Biolin Scientific's Board of Directors has unanimously decided to recommend the
shareholders and convertible debenture holders to accept the Offer. The
recommendation is supported by a fairness opinion from Nordea.
Agreements with shareholders, and commitments from convertible debenture
holders of Biolin Scientific
Farstorp Invest AB, owner of 26.1[1] % of the capital and votes in Biolin
Scientific and Bo Håkansson, owner of 2.5[1] % of capital and votes of the
Company, have entered into agreements with Ratos whereby they have agreed with
Ratos to sell their shares in Biolin Scientific to Ratos for SEK 11.50[2] in
cash per share.
The share transfers under these agreements are conditional upon the Offer being
completed no later than 31 January 2011.
Under the agreement, Farstorp Invest AB and Bo Håkansson have the right to sell
their shares in Biolin Scientific to a third party, provided that the third
party prior to such sale has agreed to sell the shares to Ratos on the same
terms and conditions as Farstorp Invest AB and Bo Håkansson's agreement with
Ratos.
Convertible debenture holders, who in total own convertible debentures which are
convertible into shares representing 7.3% of the capital and votes in the
Company, have irrevocably undertaken to accept the Offer with respect to these
convertible debentures. The convertible debenture holders' undertakings as set
out above are conditional upon the Offer being completed no later than 31
January 2011.
[1] Calculated after full dilution.
[2] If Biolin Scientific pays dividends or makes any other distributions to
shareholders, for which the record date occurs prior to the settlement of the
Offer, the consideration paid in the Offer as described above will decrease
accordingly.
Ratos's ownership in Biolin Scientific
Ratos does not currently own any shares or convertible debentures issued by
Biolin Scientific and has, with the exception of the above mentioned agreements
and undertakings, not acquired or agreed to acquire any shares or convertible
debentures issued by Biolin Scientific during the last six months prior to the
announcement of the Offer.
Due diligence
Ratos has performed a limited due diligence of a confirmatory nature in
connection with the preparation of the Offer. Biolin Scientific has informed
Ratos that in connection with this process no unpublished information which may
reasonably be expected to affect the price of the shares in Biolin Scientific
has been provided to Ratos.
Indicative timetable
Estimated date of the announcement of the 30 November 2010
Offer document:
Estimated accept period: 1 December 2010 - 21 December 2010
Estimated settlement date: 28 December 2010
Ratos reserves the right to extend the acceptance period and to postpone the
date of settlement. Ratos will publish any extension of the acceptance period
and / or postponement of the settlement by a press release in accordance with
applicable laws and regulations.
Compulsory acquisition and delisting
If Ratos becomes owner of more than 90% of the shares of Biolin Scientific,
Ratos intends to initiate compulsory acquisition of the remaining shares and
convertible debenture in the Company, in accordance with the Swedish Companies
Act. In connection therewith, Ratos will promote a delisting of the shares in
Biolin Scientific from NASDAQ OMX.
Applicable law and disputes
The Offer is subject to NASDAQ OMX rules regarding public takeovers on the stock
market (the "Takeover Rules") and the Securities Council's statements regarding
the interpretation and application of the Takeover Rules (including its
statements regarding the Swedish Industry and Commerce Stock Exchange
Committee's rules on public offers to acquire shares). Furthermore, Ratos has,
in accordance with the Swedish Takeover Act, on 22 November 2010 committed to
NASDAQ OMX to comply with the aforementioned rules and statements and to submit
to any sanctions that NASDAQ OMX may impose in the event of a breach of the
Takeover Rules.
The Offer is governed by Swedish law. The courts of Sweden shall have exclusive
jurisdiction over any disputes arising out of or in connection with the Offer
and the Stockholm District Court shall be the court of first instance.
Advisors
ABG Sundal Collier is financial advisor and Mannheimer Swartling is legal
advisor to Ratos.
Stockholm, 29 November 2010
Ratos AB
The Board of Directors
For further information, please contact:
Arne Karlsson, CEO, via CEO's Assistant Nina Aggebäck +46 76 125 09 01
Emma Rheborg, Head of Corporate Communications & IR, +46 8 700 17 20
The information was submitted for publication on 29 November 2010, 07.30 a.m.
Financial calendar from Ratos:
Year-end report 2010 17 February 2011
Annual General Meeting 2011 5 April 2011
Interim Report January - March 2011 5 May 2011
Interim Report January - June 2011 19 August 2011
Interim Report January - September 2011 9 November 2011
Ratos is a listed private equity company. The business concept is to maximise
shareholder value over time by investing in, developing and divesting primarily
unlisted companies. Ratos offers investors a unique investment opportunity.
Ratos's equity is approximately SEK 14 billion and has a market capitalisation
of approximately SEK 37 billion. Ratos's holdings include AH Industries,
Anticimex, Arcus Gruppen, Bisnode, Camfil, Contex, DIAB, EuroMaint, GS-Hydro,
Hafa Bathroom Group, HL Display, Inwido, Jøtul, Lindab, Medisize, Mobile Climate
Control, SB Seating, Stofa, Superfos and Other holdings.
[HUG#1466413]
Ratos announces a recommended cash offer of SEK 11.50 per share and per convertible debenture in Biolin Scientific
| Source: Ratos AB
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