Micronic Laser Systems AB acquires MYDATA automation AB
Täby, Sweden - May 19, 2009 - Micronic Laser Systems AB (OMX Nordic Exchange
Stockholm, Nordic list, Small Cap, Information Technology: MICR) acquires MYDATA
automation AB.
Summary
• Today Micronic has entered into an agreement to acquire MYDATA automation AB
(”MYDATA”) in accordance with the Letter of Intent announced on 21 April 2009
(the “Agreement” and the “Transaction”, respectively). According to the
Agreement, Micronic acquires MYDATA from Skanditek Industriförvaltning AB
(”Skanditek”) and MYDATA's minority shareholders (jointly referred to as “MYDATA
Shareholders”). The Agreement comprises all shares in MYDATA.
• Consideration for the shares in MYDATA is made in the form of newly issued
Micronic shares.
• Following the Transaction, Skanditek will be the largest shareholder in
Micronic owning approximately 38 per cent of the capital and votes.
• The Transaction is conditional upon that an extraordinary general meeting
(“EGM”) in Micronic, planned to be held on 2 July 2009, approves the new share
issue of approximately 26.1 million shares as well as an amendment of the
articles of association in order to enable the new share issue, which requires
support of shareholders representing not less than 2/3 of the votes cast as well
as of the shares represented at the EGM.
The transaction in brief
• Exchange ratio. The Transaction implies that Micronic will issue new shares as
consideration for the acquired MYDATA shares so that MYDATA Shareholders after
the Transaction become owners of 40 per cent of the shares in Micronic. Based on
Micronic's closing share price on NASDAQ OMX Stockholm on 18 May 2009 of SEK
11.65, the market capitalisation of Micronic totals SEK 456 million, entailing
that the Transaction values MYDATA to SEK 304 million.
• Board of directors. The intention is that Skanditek will have the right to
appoint two of five (or corresponding ratio) board members in connection with
Micronic's EGM.
• Skanditek undertaking. Skanditek undertakes, with limited exceptions, not to
sell the Micronic shares that has been received in the Transaction for a period
of 24 months from the EGM.
• Shareholders. Catella funds, being the second largest shareholder in Micronic
(with 9.8 per cent of capital and votes) as well as the largest institutional
shareholder (with 19.3 per cent of capital and votes) in Skanditek , supports
the Transaction and intends to vote in favour thereof at the EGM.
For further information regarding the Transaction please refer to the press
release announced on 21 April 2009 and the prospectus regarding admission to
trading of the new shares that is expected to be made public on 16 June 2009.
Transaction time table
EGM notice 4 June
Prospectus made public 16 June
Micronic EGM 2 July
First day of trading for newly issued shares on NASDAQ OMX Stockholm 13 July
All dates above are tentative and subject to change.
Advisers
Carnegie is acting as financial adviser and Advokatfirman Vinge is acting as
legal adviser to Micronic in connection with the Transaction.
Contact persons
Lena Treschow Torell, Chairman of the Board of Directors: +46 8 638 52 00
Sven Löfquist, President & CEO: +46 8 638 52 00
The information has been made public according to the Swedish Securities Market
Act and/or the Swedish Financial Instruments Trading Act. This information was
submitted for disclosure on 19 May, 2009 at 13:00 CET.
About Micronic Laser Systems AB
Micronic Laser Systems is a Swedish high-tech company engaged in the
development, manufacture and marketing of a series of extremely accurate laser
pattern generators for the production of photomasks. The technology involved is
known as microlithography. Micronic´s product offering also includes metrology
systems for display photomasks. Micronic´s systems are used by the world´s
leading electronics companies in the manufacture of television and computer
displays, semiconductor circuits and semiconductor packaging components.
Micronic is located in Taby, north of Stockholm and at present has subsidiaries
in the United States, Japan, South Korea and in Taiwan. Micronic maintains a web
site at: http://www.micronic.se
