The independent board members in SSM unanimously recommend the shareholders in SSM to accept the public offer from
This Statement (the "Statement") is made by the independent board members of
The Offer
On
At the time of the announcement of the Offer on
·
·
At the time of the announcement of the Offer on
· 8.9 per cent compared to the closing price of
· 19.2 per cent compared to the volume weighted average price of
At the time of publication of the Statement, the Offer values each share in SSM at:
·
·
At the time of publication of the Statement, the offered consideration corresponds to a premium of2:
· 2.4 per cent compared to the closing price of
· 12.0 per cent compared to the volume weighted average price of
According to the time plan included in the offer document relating to the Offer published on
Samhällsbyggnadsbolaget i
Furthermore, Länsförsäkringar Fondförvaltning, controlling approximately 9.8 percent of all shares in SSM, has expressed a positive view of the Offer, but has not by agreement or otherwise undertaken to accept the Offer.
The Offer is not conditional upon any acceptance level. The completion of the Offer is however conditional upon, among other things, that all permits, approvals, decisions and other measures required for the Offer and the acquisition from authorities or the like, including from competition authorities, have been obtained, in each individual case, on terms acceptable to
The process for evaluating the Offer
SSM's board member
As part of the Committee's evaluation of the Offer, the Committee has instructed BDO Corporate Finance ("BDO") to provide a fairness opinion regarding the Offer. Furthermore, the Committee has engaged SEB Corporate Finance as financial advisor and Advokatfirman Schjødt as legal advisor in relation to the Offer.
The Committee's view on the Offer is based on an assessment of a number of factors that the Committee has considered relevant for the evaluation of the Offer. These factors include, but are not limited to, SSM's current position, the expected future development of the Company, both on an independent basis and together with
Prior to its recommendation, the Committee has evaluated the Offer using the methods normally used to evaluate public offers on listed companies, including SSM's valuation in relation to comparable listed companies and comparable transactions, bid premiums in previous public offers, the Committee's view of the Company's long-term value based on expected future cash flows and the implicit value of the Company's building rights. Given that the consideration in the Offer consists of new ordinary shares in
Through advisors and agents, the Committee has been in contact with several potential offerors, both players active in SSM's sector and players of a financial nature, in order to investigate whether any party is willing to submit a higher offer. The Committee notes that the significant shareholding that the
Following a written request from
The Committee's recommendation
Since the IPO of SSM in
The Committee believes that SSM has come a long way in implementing its updated strategy, which has resulted in stronger financial results in recent quarters and that the Company now has a proven and well-defined strategy and is better positioned for the future.
Regarding the Offer, the Committee notes that the bid premium is lower than in many other public offers and considers that the Offer from a financial perspective does not necessarily fully reflect SSM's growth opportunities. In the long term, the Committee considers SSM's opportunities for positive development and value growth as an independent company to be good. The Committee also sees in the long run a value potential in the share that exceeds the consideration in the Offer. However, the future is always associated with uncertainty and the Committee believes that it would be positive for the Company that a long-term and financially strong real estate company becomes the owner of SSM.
The Committee notes that
The Committee's recommendation is also based on BDO's fairness opinion regarding the reasonableness of the Offer for SSM's shareholders from a financial perspective. According to the fairness opinion attached to this press release, BDO's opinion is that the Offer, subject to the conditions and assumptions stated in the statement, is reasonable from a financial perspective for the shareholders in SSM.
Against this background, the Committee unanimously recommends the shareholders of SSM to accept the Offer.
Effect on SSM and its employees
Under the Takover rules, the board is obliged, based on what
"The operational synergies will be realized by coordinating and co-locating the two organizations, which is estimated to imply cost savings. In the short term, it is likely that these measures will entail certain non-recurring costs. The integration will probably involve certain organizational and operational changes, as well as changes for the employees, in the merged company. The specific measures that will be taken in connection with the integration will be decided after the implementation of the Offer after a careful evaluation of the combined activities. Before the completion of the Offer, it is too early to say what measures will be taken and what effects these would have. No decisions have been made regarding any changes of
The Committee assumes that the above statements made by
This Statement shall in all respects be subject to and interpreted in accordance with substantive Swedish law. Disputes in connection with the Statement shall be exclusively settled by Swedish courts.
The independent bid committee in the board of directors of
For further information, please contact Jonas Wikström, the chairman of the Committee, reached through;
Telephone: +46 (0)761-65 17 71
E-mail: ann-charlotte.johansson@ssmliving.se
This information is such, which
About
SSM produces smart, affordable homes with attractive shared spaces close to public transport and the city centre for its target group - tomorrow's urbanites. SSM envisions a housing market for as many people as possible and today, the Company is the leading property developer in its niche within the
1The value of the offered consideration is based on the closing price of the
2 The value of the offered consideration is based on the closing price of
Fairness opinion
In relation to the public offer by
To the board of directors of
The board of directors of
In summary,
BDO has, analyzed and considered the following information:
·
The Offer
· Discussions with management of SSM regarding historical development, current operations, financial position and expected future development
· Follow-up questions with the management of
· Information regarding selected peers, deemed to be comparable to SSM and
· Internal historical financial information, future estimates and other information deemed relevant
· Other information deemed appropriate
Databases
·
Thomson Reuters Eikon
Public information
·
Public information including annual reports, quarterly reports and press releases of SSM and
· Bid premiums of public offers from Nasdaq OMX Corporate Actions Stockholm - Public takeover offers, as well as stock data (www.nasdaqomxnordic.com)
It is assumed that the information received is correct and complete and no independent control or verification has been carried out on the information received from SSM,
Our opinion is based on information provided to us as of the date of our opinion and has been given in the light of our assignment stated above and it cannot be used for any other purpose. We assume no responsibility for events occurring after this date, which could affect this opinion and the assumptions that it is based upon. BDO assumes no responsibility for updating the Fairness Opinion after this date.
Our Fairness Opinion is based on "going concern", meaning continuing operations "as-is" and no unforeseen events in the relation to the Company or its environment. In preparing this Fairness Opinion, established valuation methods have been used. These analyses have been prepared with the sole purpose for BDO to conclude to the board of directors whether the offer is fair from a financial point of view for the shareholders of SSM.
Our assignment and this Fairness Opinion is solely for the use and benefit of the board of directors in their consideration of the Offer. Our Fairness Opinion does not cover relative merits compared to other alternative business opportunities of SSM or alternative investment opportunities of the shareholders of SSM. This Fairness Opinion does not constitute a recommendation to the shareholders of SSM whether to accept the Offer or not.
Based on the analyses, assumptions and subject to the foregoing, we are of the opinion, as of the date hereof, that the Offer is fair from a financial point of view for the shareholders of SSM.
In preparing this opinion, BDO has considered the take-over rules of Nasdaq Stockholm and BDO assumes an independent position in the delivery of our services. Our fee for this engagement does not depend on the size of the consideration, to what extent the Offer is accepted or whether the Offer is completed or not. This opinion might only be published in its complete form and is solely addressed to the board of directors of SSM with the sole purpose to serve as foundation in the evaluation of the Offer. No other party can rely on or claim any rights based on this opinion. This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
This statement has been made in a Swedish and an English version. In case of any discrepancies between the Swedish and the English text, the Swedish text shall prevail.
BDO CORPORATE FINANCE
© 2020 BDO Mälardalen AB, a Swedish registered company, is a member of
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