The Board of Directors of
This statement is made by the Board of Directors[2] of Permascand pursuant to section II.19 of the Takeover rules for certain trading platforms (the “Takeover rules”).
Background
The Offer represents a premium of:
• 58 percent compared to the closing price of
• 94 percent compared to the volume-weighted average price of
The acceptance period for the Offer is expected to commence on or around
The Board of Directors has, upon written request from Altor PC, allowed Altor to, on behalf of Altor PC, conduct a limited confirmatory due diligence review of the Company in connection with the preparations for the Offer and Altor has in connection therewith also met with the Company’s management. Altor has not received any inside information from Permascand in connection with its due diligence review.
A number of shareholders in the Company[5], including the Board member
For further information regarding the Offer, please refer to the press release published by Altor PC today and the offer document regarding the Offer that will be published prior to the commencement of the acceptance period.
The Board of Directors has retained
As part of the Board of Directors’ evaluation of the Offer, the Board of Directors has also retained
The Board of Directors’ evaluation of the Offer
The Board of Directors’ opinion of the Offer is based on a number of factors that the Board of Directors has considered relevant in relation to the evaluation of the Offer. These factors include, but are not limited to, the Company’s current financial position, prevailing market conditions, the expected future development of the Company and related opportunities and risks.
Further, the Board of Directors has evaluated the Offer using methods generally used when evaluating public offers for listed companies, including Permascand’s valuation relative to comparable listed companies and comparable transactions, offer premiums in previous public offers, equity analysts’ and the stock market’s expectations regarding the development of Permascand’s share price as well as Permascand’s long-term value based on expected future cash flows. In evaluating the Offer, the Board of Directors has considered the fairness opinion issued by Grant Thornton, according to which the Offer is fair to Permascand’s shareholders from a financial point of view, based on the assumptions and considerations set forth in the opinion.
In view of the above, the Board of Directors considers the Offer to be attractive to the shareholders. Against this background, the Board of Directors unanimously recommends the shareholders of Permascand to accept the Offer.
Impact on Permascand and its organisation
Pursuant to the Takeover rules, the Board of Directors shall, based on the content of Altor PC’s announcement of the Offer, present its opinion regarding the impact that the implementation of the Offer may have on the Company, particularly in terms of employment, and its opinion regarding Altor PC’s strategic plans for Permascand and the effects it is anticipated that such plans will have on employment and on the locations where the Company conducts its operations. In the announcement of the Offer, Altor PC states the following:
Altor has followed Permascand closely over the last year and is highly impressed by the development of Permascand, and the work done by the management team and employees so far. Altor see Permascand as a true pioneer within electrochemistry and believe the Company’s long-term track record, research and development capabilities and experience within electrode manufacturing is unique.
Given the significant capex investments required to increase manufacturing capacity, particularly in relation to the renewables end-market, Altor strongly believes that the Company should be operated in a private setting. Altor shares the Company’s and management’s vision in developing Permascand to become a global leader in electrode manufacturing and supply within the fast-growing green hydrogen industry, and identify potential in several areas, including:
• further strengthening Permascand’s position in
• leveraging Permascand’s advantageous market position to capture a significant market share in green hydrogen as a supplier of high efficiency electrodes within the Alkaline Water Electrolysis segment;
• expanding the existing capacity footprint to increase Permascand’s global market share within several end-markets;
• reinforcing the research and development department to sustain and bolster Permascand’s long-term competitive edge; and
• allocating investments towards employer branding initiatives and expand talent pool sourcing to attract top talent on a global scale.
Based on these intentions and Altor’s characteristics as an investor, Altor PC believe that Altor would be a suitable partner for Permascand for the next phase of growth.
Altor places great value on Permascand’s organisation and expects that the Offer will support growth and create long-term positive effects for employees, customers and other stakeholders impacted by the operations of Permascand. Altor PC has not made any resolutions that are expected to cause the Offer to have an impact on Permascand’s organisation, management teams or employees, including their terms of employment, or on the locations of Permascand’s operations.
The Board of Directors assumes that this is a correct description and has no reason to take a different view in relevant aspects.
This statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
Ljungaverk,
The Board of Directors
_____
[1] Under name change from Goldcup 34285 AB.
[2] The Board member
[3] Managed by
[4] Based on a total number of shares of 59,313,529.
[5] Shareholders in the Company refer to
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