Grontmij : Press release - Sweco and Grontmij to create Europe’s leading engineering consultancy

This is a joint press release by Grontmij N.V. and Sweco AB pursuant to the provisions of Section 5, paragraph 1 and Section 7, paragraph 4 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) in connection with the intended public offer by Sweco AB for all the issued and outstanding ordinary shares in the capital of Grontmij N.V. This announcement does not constitute an offer, or any solicitation of any offer, to sell, buy or subscribe for any securities in Grontmij N.V. or Sweco AB. Any offer will be made only by means of an offer memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada, Japan and the United States.

The contemplated transaction will create the leading European engineering consultancy firm:

• Sweco and Grontmij will combine to form the leading engineering consultancy on the European market - The combined company will allow both companies to accelerate their strategies. The combined company will have approximately 14,500 employees (1) with an annual total turnover of approximately EUR 1.7 billion (SEK 15.2 billion (2)) (2014 pro forma combined), and an unrivalled base of competence.
• Leveraging a near-perfect fit, geographically, operationally and culturally - The combined company's strengths will include a consolidated, highly complementary geographic footprint and the benefits of a similar governance model and culture. Grontmij will add new major markets to Sweco, while Sweco will give Grontmij further access to the attractive Nordic market. In Sweden, Grontmij will add expertise to areas where Sweco aims to further reinforce its already strong position.
• Value creation through operational improvements - Significant value creation potential through cost synergies and building on the joint company's resources to further accelerate the improvement of Grontmij's operational performance. Estimated annual synergies and operational improvements of EUR 27 million, of which 90% is expected to be realised in the first four years after settlement.
• Establishing new growth platforms in the attractive Northern European region - Sweco has a long track record of driving profitable growth through mergers. The combined company will gain strong positions in several attractive Northern European markets with potential for further merger-driven
  growth. The strategy will be to develop the joint company's position in Grontmij's current home markets, both through organic growth and acquisitions.
• Strengthening the value proposition to customers - The combined company will have an unrivalled base of competence that further strengthens the value proposition to customers. Together, Sweco and Grontmij will be able to take on the industry's most complex and challenging projects. Sweco and Grontmij have strong fits in Energy, Buildings, Infrastructure, Industry and Environment, and have complementary competences such as (Light) Rail, Architecture and Water. The combined company would also have an exceptional pool of accessible resources in adjacent markets thereby improving customer service.
• Developing and attracting key talent - The combined company, with its expanded resources and international reach, will provide employees with more opportunities for development and growth.
• Taking a major step towards becoming Europe's most respected company in the industry - Sweco and Grontmij aim to take an active role in the ongoing European industry consolidation. Together, the two companies are the largest engineering consultancy in Europe. Its strong value proposition and geographic footprint will benefit a wide range of stakeholders.

(1) Calculated as FTE's.
(2) Based on an SEK/EUR exchange rate of 0.10674.

Tomas Carlsson, CEO of Sweco
'Combining Sweco and Grontmij will create great value for all parties involved. Sweco has a solid track record of continuous operational improvements. In terms of growth, Sweco has consistently shown its ability to successfully grow through mergers. Now that our latest large acquisition, from 2013, has been very successfully integrated, we are ready to take the next step on the European market. Sweco and Grontmij are an ideal combination, since we share the same expertise and commitment to our customers. Together with Grontmij, we aim to become a recognised industry leader in Europe. Not just in sales - but more importantly as the first choice for customers, employees and other stakeholders.'

Michiel Jaski, CEO of Grontmij
'Grontmij has made significant progress since 2012 with its 'Back on Track' strategy. We have successfully stabilised and refocused the company, and have now reached a strategic crossroad. Looking at the future of Grontmij and the trends in our industry, we are convinced that merging with Sweco is in the best interest of all our stakeholders. For our customers, this transaction underlines Grontmij's competencies and it strengthens our abilities to take on the most challenging projects. Our people will benefit by becoming part of the leading European engineering and consultancy firm, offering more resources and long-term opportunities to develop their capabilities. For our shareholders this is an attractive offer, and at the same time an opportunity to participate in the future of the combined company.'

Johan Nordström, Chairman of the Board of Directors of Sweco
'For many decades, Sweco has proven its ability to drive profitable growth through mergers. The major shareholders and Board of Directors are deeply committed to supporting the continuation of this journey. The time has now come to take another significant step forward. We see great long-term potential in combining Grontmij with Sweco. Sweco will gain new platforms for growth outside of its current main markets. As a major shareholder in Sweco, I look forward to supporting this next step.'

Jan van der Zouw, Chairman of the Supervisory Board of Grontmij
'The Supervisory Board has thoroughly discussed and reviewed Grontmij's strategic options over the past twelve months. The proposal to team up with Sweco has been considered carefully. Following Grontmij's divestment of the remaining French activities, we are convinced that the best way forward for Grontmij and all its stakeholders is to join forces with Sweco. The employees and management of Grontmij have done a great job in improving the financial and operational performance. Going forward, greater resources are needed to fully realise the potential in Grontmij's organisation. Looking at the geographic spread of our operations and our business culture, Sweco is an excellent match for Grontmij.'

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