Grontmij : Press release - Sweco will hold 97.36% of all Grontmij Shares and will commence a statutory buy-out procedure

This is a joint press release by Sweco AB and Grontmij N.V. pursuant to section 17 Paragraph 4 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.

Sweco AB (publ) ('Sweco') (Nasdaq Stockholm; ticker symbol SWECA and SWECB) and Grontmij N.V. ('Grontmij') (Euronext Amsterdam; ticker symbol GRONT) jointly announce that the post-closing acceptance period (na-aanmeldingstermijn) (the 'Post-Closing Acceptance Period') relating to the public mixed exchange and cash offer (the 'Offer') for all the issued and outstanding ordinary shares in the capital of Grontmij ('Grontmij Shares') expired at 17:40 hours CET on Friday 9 October 2015. During the Post-Closing Acceptance Period, 8,218,808 Grontmij Shares (1), representing approximately 10.80% of all Grontmij Shares, were tendered. The Grontmij Shares tendered in the Post-Closing Acceptance Period, together with the 65,887,617 Grontmij Shares (2) that were already held by Sweco following Settlement of the Grontmij Shares tendered in the initial Offer Period, represent approximately 97.36% of all Grontmij Shares.

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 Post-Closing Acceptance Period 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 for the Grontmij Shares tendered during the Post-Closing Acceptance Period will occur on 16 October 2015 (the 'Settlement Date').

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(1) This number includes (i) 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; and (ii) 2,254,705 other Grontmij Shares tendered during the Post-Closing Acceptance Period.
(2) The 65,887,617 Grontmij Shares held by Sweco comprise 6,789,492 Grontmij Shares acquired by Sweco outside of the Offer and 59,098,125 Grontmij Shares tendered during the initial Offer Period.

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Full press release - Sweco will hold 97.36% of all Grontmij Shares and will commence a statutory buy-out procedure