Grontmij : Press release - Sweco declares public offer for Grontmij Shares unconditional

This is a joint press release by Sweco AB and Grontmij N.V. pursuant to section 16 Paragraph 1 and section 17 Paragraph 1 of the Netherlands Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) in connection with the public offer by Sweco AB for all the issued and outstanding ordinary shares in the capital of Grontmij N.V.. The Offer is made solely pursuant to the Offer Memorandum, dated 13 July 2015, approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada, or Japan or the United States. Capitalised terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.

Further to the joint press release of Sweco AB (publ) ('Sweco') (Nasdaq Stockholm; ticker symbol SWECA and SWECB) and Grontmij N.V. ('Grontmij') (Euronext Amsterdam; ticker symbol GRONT) of 13 July 2015, Sweco and Grontmij jointly announce that Sweco has declared its previously announced public mixed exchange and cash offer (the 'Offer') for all the issued and outstanding ordinary shares in the capital of Grontmij ('Grontmij Shares') unconditional.

Acceptance
As at 17:40 hours CET on 22 September 2015 ('Initial Acceptance Closing Date'), 59,098,125 Grontmij Shares, representing approximately 84.25% of the Grontmij Shares, have been tendered under the Offer. Sweco declares that the acceptance threshold set as a condition for the Offer, of at least 80% of all Grontmij Shares, has been satisfied, as have all other conditions to the Offer.

Settlement
With reference to the Offer Memorandum, published on 13 July 2015, holders of issued and outstanding ordinary shares in the capital of Grontmij ('Grontmij Shareholders') who have tendered Grontmij Shares under the Offer will be paid 0.22195 newly issued and fully paid class B shares in the capital of Sweco (the 'Sweco B Shares') for each Grontmij Share tendered (the 'Exchange Ratio'), and a cash amount of EUR 1.84 (together, the 'Offer Price') for each Grontmij Share validly tendered, or defectively tendered, provided that such defect has been waived by Sweco, or cured, and transferred (geleverd) by the relevant Grontmij Shareholder.

Payment and delivery of the Offer Price will occur on 1 October 2015 (the 'Settlement Date').

Following the Settlement Date, Sweco, who currently holds a total of 6,789,492 Grontmij Shares, will hold 65,887,617 Grontmij Shares, representing approximately 93.92% of the Grontmij Shares.

Issue of new Sweco B Shares
As authorized by the extraordinary general meeting of Sweco, held on 24 August 2015, and in accordance with the terms of the Offer, the board of Sweco has resolved to issue 13,116,828 new Sweco B Shares as consideration to the Grontmij Shareholders who tendered Grontmij Shares under the Offer on or before the Initial Acceptance Closing Date (2). In addition thereto, approximately EUR 108,740,550 (SEK 1,016,700,000) (3) will be paid as Cash Consideration in the Offer to such tendering Grontmij Shareholders.

Listing on Nasdaq Stockholm
Existing Sweco B shares are currently admitted to trading on Nasdaq Stockholm. New Sweco B Shares issued under the Offer will be admitted to listing and trading on Nasdaq Stockholm as of the Settlement Date.

Financing of the Offer
As noted in the announcement of 1 June 2015, with respect to the Cash Consideration, Sweco will fund the Offer through a bridge facility. Sweco has obtained fully binding commitments for this facility from Nordea Bank AB. The bridge facility is intended to be largely repaid by the equity proceeds of a rights issue to be undertaken after the Settlement Date. The pro rata participation of Sweco's major shareholders in the rights issue is secured. Those Grontmij shareholders who have accepted the Offer and are still holders of Sweco shares at the relevant record date of the rights issue will be given the opportunity to participate in that rights issue pro rata to their shareholding at the relevant record date.

Post-Closing Acceptance Period
Sweco hereby announces that Grontmij Shareholders who have not tendered their Grontmij Shares on or before the Initial Acceptance Closing Date will have the opportunity to tender their Grontmij Shares, under the same terms and conditions as the Offer, in a post-closing acceptance period (na-aanmeldingstermijn) commencing at 09:00 hours CET on 28 September 2015 and expiring at 17:40 hours CET on 9 October 2015 ('Post-Closing Acceptance Period').

During the Post-Closing Acceptance Period, Grontmij Shareholders have no right to withdraw the tender of their Grontmij Shares under the Offer, whether validly tendered (or defectively tendered, provided that such defect has been waived by Sweco, or cured) on or before the Initial Acceptance Closing Date, or during the Post-Closing Acceptance Period.

Sweco shall continue to accept all Grontmij Shares tendered during such Post-Closing Acceptance Period, against payment of the Offer Price and shall pay the Offer Price to Grontmij Shareholders who have validly tendered (or defectively tendered, provided that such defect has been waived by Sweco, or cured) and transferred (geleverd) their Grontmij Shares for acceptance ultimately on 16 October 2015.
The Grontmij Shares resulting from conversion of the Grontmij Cumprefs have been committed to be tendered under the Offer, and will be converted and tendered during the Post-Closing Acceptance Period. The allocated performance shares under the Grontmij LTSP shall vest early, at the date of this announcement to declare the Offer unconditional, and shall be tendered in the Post-Closing Acceptance Period.

Sweco will publicly announce the results of the Post-Closing Acceptance Period and the total amount and total percentage of Grontmij Shares held by it, in accordance with Article 17 Paragraph 4 of the Decree, ultimately on 14 October 2015.

Sweco's Board and Grontmij's Executive Board and Supervisory Board
Given the regional expansion of the Sweco group after Settlement of the Offer, Sweco will strongly recommend to its nominating committee to nominate for election to the Sweco Board at the 2016 annual general meeting of Sweco one or more board members with knowledge of Grontmij and its markets and business.

From the Settlement Date the Supervisory Board of Grontmij will consist of Tomas Carlsson, Lisa Lagerwall (from Sweco) and Christine Wolff and André Jonkman (current members of the Grontmij Supervisory Board), and the Executive Board of Grontmij will consist of Jonas Dahlberg and Caroline Lindgren (from Sweco). As from the Settlement Date, Mr Jaski and Mr Vervoort, will step down as members of the Grontmij Executive Board, and Mr J. van der Zouw and Mrs K Dorrepaal will resign from their positions as members of the Grontmij Supervisory Board.

Executive Team and Business Areas
With effect as from the Settlement Date, Sweco's executive team will have three new members from Grontmij: Ton de Jong, John Chubb, and Ina Brandes. The countries in which the combined Sweco group will operate will be divided into business areas, which will be led by managers from both Sweco and Grontmij. Sweco Sweden will be led by Åsa Bergman and Sweco Norway by Tron Kjölhamar. Sweco Estonia will be combined with Sweco Finland under Markku Varis, while Ton de Jong will lead Sweco Netherlands and John Chubb will lead Sweco Denmark. Bo Carlsson will be the manager of Sweco Western Europe containing Belgium, UK, Turkey, China, and Bulgaria. Sweco Central Europe will contain Germany, Poland, Czech Republic and Lithuania and will be led by Ina Brandes. Sweco group reporting will be done according to the business areas described above.

Q3 2015 Results
Sweco will, in line with what has previously been announced, issue its Q3 2015 interim financial report on 23 October 2015.

Grontmij has previously announced that it would release its Q3 2015 interim financial report on 29 October 2015. Now that the Offer has been declared unconditional, the Grontmij Q3 2015 interim financial report will be issued simultaneously with Sweco's report on 23 October 2015.

The Q3 2015 interim financial reports for Sweco and Grontmij will be separate reports, although a joint audio webcast of the Q3 2015 figures will be made on 23 October 2015 at 9 a.m. CET via www.swecogroup.com and www.grontmij.com. Each presentation will be available on the Sweco and Grontmij website the morning of 23 October 2015.

----------
(1) The Grontmij Shares held by, or committed to, Sweco following Settlement represents approximately 94.40% of the issued and outstanding ordinary shares in the capital of Grontmij, which includes (i) the total number of Grontmij Shares held by Sweco following Settlement, and (ii) the Grontmij Shares committed to be tendered under the Offer in the Post-Closing Acceptance Period, being the 5,620,026 Grontmij Shares resulting from conversion of the Grontmij Cumprefs on 1 October 2015 and the 344,077 Grontmij Shares resulting from the early vesting of allocated performance shares under the Grontmij long term share plan.

Download
Press release - Sweco declares public offer for Grontmij Shares unconditional