PRESS RELEASE 2010-03-12
Statement by the Board of Directors of Anoto Group AB (publ) in relation to the
public partial cash offer by Aurora Investments Ltd.
The Board considers the offer by Aurora Investment Ltd. not to be unfair.
Background
This statement is made by the Board of Directors (the “Board”) of Anoto Group AB
(publ) (“Anoto” or the “Company”) pursuant to section II.19 of the rules
concerning public takeover offers on the stockmarket adopted by NASDAQ OMX
Stockholm (the “Takeover rules”).
On 5 March 2010 Aurora Investment Ltd. (“Aurora”), a wholly owned subsidiary of
KDB-TStone Fund, announced a public partial cash offer to the shareholders of
Anoto to tender not more than 20.0 per cent of all shares in Anoto to Aurora
(the “Offer”). Aurora offers SEK 5.40 in cash for each share in Anoto.
According to the press release through which the Offer was announced (the “Offer
Announcement”), the Offer represents a premium of 19.7 per cent to the closing
price of SEK 4.51 of the Anoto share on 4 March 2010 (i.e. the last day of
trading before the announcement of the Offer). Compared to the three and six
months' volume-weighted average share prices of the Anoto share before the
announcement of the Offer (of SEK 4.34 and 4.01 respectively), the premium
represents, according to the Offer Announcement, 24.5 and 34.5 per cent
respectively.
Shareholders can accept the Offer in respect of all or part of their shares. If
the Offer is accepted by shareholders representing more than 20.0 per cent of
the shares in Anoto, Aurora will, according to the Offer Announcement, make a
pro rata reduction of the number of tendered shares. According to the Offer
Announcement, Aurora reserves the right to acquire additional shares through or
outside the Offer. If Aurora as a consequence of such acquisition, becomes owner
of shares representing at least 30.0 per cent of the votes in Anoto, Aurora will
be required to launch a mandatory bid for all remaining Anoto shares in
accordance with the rules concerning public takeover bids on the stock market.
The Offer is not subject to any financing condition. According to the indicative
timetable included in the Offer Announcement, the acceptance period of the Offer
is expected to expire on 16 April 2010.
The Board's opinion on the Offer
The Board's statement is based on an assessment of a number of factors, which
the Board has considered relevant for the purpose of evaluating the Offer. These
factors include, but are not limited to, Anoto's current position, the Company's
expected future development and potential, and related possibilities and risks.
The Board believes that the Company in the long term has a significant growth
potential. The Company had a substantial growth in sales during 2009 with a
turnover of MSEK 206, which was an increase of 43 per cent compared to
corresponding business during 2008. Going forward, the Board also believes there
are possibilities of growth for Anoto, both in the Company's established markets
and in growth markets.
In light of the above, the Board is of the opinion that Anoto has considerable
potential in the long term which, for long term shareholders, may justify a
higher value of the Company than the Offer represents. However, in terms of
price, it is of major importance how quickly Anoto may succeed in realising this
potential.
In the short term, the Offer must be evaluated in relation to existing
alternatives. The price per share offered by Aurora is substantially higher than
Anoto's quoted price immediately before the announcement of the Offer as well as
the quoted price during three and six months' periods prior to the announcement
of the Offer.
In light of the above, the Board considers the Offer not to be unfair from a
financial perspective for the shareholders in Anoto.
Under the Takeover Rules, the Board is required, on the basis of Aurora's
statements in the Offer Announcement or Aurora's offer document for the purpose
of the Offer, to make public its opinion of the effects the implementation of
the Offer may have on Anoto, specifically employment, and its views on Aurora's
strategic plans for Anoto and the effect these may be expected to have on
employment and the places where Anoto carries on its business.
The Board has been informed by representatives of Aurora, that the offer
document that will be drawn up and announced for the purpose of the Offer, will
include the following section: “KDB-TStone Fund places great value on Anoto's
management and employees and expects that the Offer will, through KDB-TStone
Fund's contribution to the development of Anoto's business, create positive
effects for the employees in the long term. In the short term, KDB-TStone Fund
does not expect any material effects for Anoto's employees and places of
business.” The Board assumes that this statement is correct and has in relevant
respects no other view.
Lund on 12 March 2010
Anoto Group AB (publ)
The Board of Directors
For further information please contact:
Hans Otterling, Chairman of the Board
Tel: +46 (0) 70 623 28 28
Anoto announces the information set out in this press release pursuant to the
Swedish Securities Market Act. The information was submitted for publication at
8:15 CET on 12 March 2010.
About Anoto Group:
Anoto Group is the company behind and world leading in the unique technology for
digital pen and paper, which enables fast and reliable transmission of
handwritten text into a digital format. Anoto operates through a global partner
network that focuses on user-friendly forms solutions for efficient capture,
transmission and storage of data within different business segments, e.g.
healthcare, bank and finance, transport and logistics and education. The Anoto
Group has around 110 employees, offices in Lund (head office), Boston and Tokyo.
The Anoto share is traded on the Small Cap list of OMX Nordic Exchange in
Stockholm under the ticker ANOT. For more information: www.anoto.com.
Statement by the Board of Directors of Anoto Group AB (publ) in relation to the public partial cash offer by Aurora Investments Ltd.
| Source: Anoto Group AB
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