Statement of the bid committee of AcadeMedia AB (publ)


Statement of the bid committee of AcadeMedia AB (publ) 

Statement of the bid committee of AcadeMedia AB (publ) in relation to the public
offer by Providence Education International AB to all shareholders in AcadeMedia
AB (publ)

Background
This statement is made by the bid committee (“Bid Committee”) of AcadeMedia AB
(publ) (“AcadeMedia” or the “Company”) pursuant to item II.19 of the NASDAQ OMX
Stockholm's rules regarding public offers on the stock market (the “Takeover
Rules”).

On 6 April 2010, the Bid Committee informed all shareholders and other
stakeholders about Providence's interest in making a public offer to all
shareholders in AcadeMedia at a price of SEK 170 in cash per share in
AcadeMedia. The information was made public as a consequence of abnormal share
price movements in the AcadeMedia shares. Providence confirmed the information
in AcadeMedia's press release by a press release issued on the same day.

Providence Education International AB (“Providence Education International”), a
newly established Swedish entity controlled by the fund Providence Equity
Partners VI International L.P., managed by Providence Equity Partners LLC
(“Providence”) has today announced a public offer to the shareholders in
AcadeMedia to tender all shares in AcadeMedia to Providence Education
International  (the “Offer”). Providence Education International offers SEK 170
in cash for each share in AcadeMedia.

The Offer constitutes a premium of 3.0 percent compared to the closing price of
SEK 165.00 for the AcadeMedia share on 21 April 2010, being the last trading day
before announcement of the Offer. Compared to the volume weighted average price
of SEK 155.99 during the 30 trading days preceding the announcement of the
Offer, the Offer constitutes a premium of 9.0 percent. In addition, the Offer
constitutes a premium of 19.5 percent compared to the closing price of SEK
142.25 on 30 March 2010, the day before the abnormal share price movements in
the AcadeMedia share, and a premium of 25.4 percent compared to the volume
weighted average price of approximately SEK 135.55 during the last 30 trading
days up to and including 30 March 2010.

The acceptance period for the Offer is expected to commence around 27 April 2010
and to end around 19 May 2010. The Offer is, inter alia, conditional upon the
Offer being accepted to the extent that Providence Education International
becomes the owner of more than 90 percent of the total number of shares in
AcadeMedia.

Bure Equity AB (publ), AcadeMedia's largest shareholder, Bengt Ekberg and his
wholly owned company LBS Intressenter AB, together holding shares equivalent to
about 17.4 percent of all outstanding shares and votes in AcadeMedia, have
unconditionally and irrevocably undertaken to accept the Offer. Due to these
undertakings, the board members Patrik Tigerschiöld, Björn Björnsson and
Ann-Sofi Lodin, whom are all board members or senior management in Bure Equity
AB, and Bengt Ekberg, who also is board member in LBS Intressenter AB, have not
participated in the board of directors' of AcadeMedia handling of issues
relating to the Offer, which entails that the board of directors of AcadeMedia
is not competent to make decisions regarding issues relating to the Offer.

As a consequence hereof, the board of directors of AcadeMedia has decided to
appoint a special bid committee to manage bid related matters consisting of the
two board members Josef Elias and Helen Fasth Gillstedt.

Providence Education International has performed a limited due diligence review
of confirmatory nature in relation to the preparation of the Offer and has in
connection therewith met with the management of AcadeMedia. Furthermore,
AcadeMedia and Providence have entered into a so-called non-solicitation
agreement whereby AcadeMedia has undertaken not to actively solicit other
potential offerors prior to the expiration of the acceptance period in the
Offer.

For further details about the Offer, reference is made to Providence Education
International's announcement of the Offer.

The recommendation by the Bid Committee
The Bid Committee has based its recommendation on the Offer on an assessment of
factors which the Bid Committee has deemed relevant in evaluating the Offer.
These factors include, but are not limited to, AcadeMedia's current position;
the Company's expected future development and potential, and opportunities and
risks related thereto.
The Bid Committee's assessment is among other things based on a fairness opinion
from Öhrlings PricewaterhouseCoopers, Appendix A, to the effect that the Offer
is fair from a financial point of view to the shareholders in AcadeMedia
(subject to the assumptions and considerations set forth therein). The fairness
opinion will be published in the offer document issued by Providence Education
International in connection with the Offer. 

Based on the above, the Bid Committee unanimously recommends the shareholders in
AcadeMedia to accept the Offer.

Under the Takeover Rules, the Bid Committee is required, on the basis of
Providence Education International's statement in the announcement of the Offer
and Providence Education International's offer document in connection with the
Offer, to make public its opinion on the effects that the implementation of the
Offer may have on AcadeMedia, especially on employment, and its view on
Providence Education International's strategic plans for AcadeMedia and the
effect that these may have on employment and the locations where AcadeMedia
carries on its business. Based on the information submitted by Providence
Education International in connection with the announcement of the Offer, the
Bid Committee assesses that the Offer should not entail any significant changes
in the future operations, or overall strategy for AcadeMedia, and neither entail
any major changes regarding the employees or any material changes to the
employment conditions. Furthermore, and as a consequence hereof, the Bid
Committee deems that the Offer should not entail any material effects on the
number of employees or the locations where AcadeMedia conducts business.

This statement has been announced in both a Swedish and an English language
version. In the event of any discrepancy between the language versions, the
Swedish language version shall prevail.

This statement shall in all respects be governed by and construed in accordance
with Swedish law. Any dispute arising out of or in connection with this
statement shall be settled exclusively by Swedish courts.

Stockholm on 22 April 2010
AcadeMedia AB (publ) 
Bid Committee

For more information, please contact:
Josef Elias, board member of AcadeMedia
Tel. +46 708 10 91 69, josef.elias@gvir.se

The information in this press release has been made public in accordance with
the Securities Market Act and/or the Financial Instruments Trading Act. The
information was published at 10.35 on 22 April 2010.
AcadeMedia is the largest education company in Sweden. AcadeMedia currently has
approximately 45,000 students and course attendants, in excess of 100 schools
and around 2,500 employees with operations within the entire Swedish education
area: pre-, compulsory-, and upper secondary schools and within adult education.
The operations are conducted through independent schools and companies such as
Vittra, NTI, Rytmus, IT-Gymnasiet, Ljud & Bildskolan and Mikael Elias Teoretiska
Gymnasium. AcadeMedia is listed on NASDAQ OMX Stockholm, Small Cap.

Attachments

04222193.pdf