Sandvik announces a recommended public offer to the minority shareholders of Seco Tool
Today Sanvik group issues a press release offering to purchase all the remaining shares of Seco Tools from other shareholders.It has issued the following press release:
Sandvik AB (”Sandvik”) today announces a recommended public offer to acquire all remaining shares in its subsidiary Seco Tools AB (“Seco Tools”), one of the world’s largest manufacturers of innovative metal-cutting tools (the “Offer”). For each class B share in Seco Tools, Sandvik offers 1.2 shares in Sandvik. The Offer is part of Sandvik’s strategy to continue to strengthen its world-leading position within the new business area Sandvik Machining Solutions. The Offer is recommended by the Board of Directors of Seco Tools. Further, Alecta Pension Insurance and Swedbank Robur Funds, major shareholders of both Seco Tools and Sandvik, are positive towards the Offer.
Sandvik’s group strategy confirms cutting tools as a core area, emphasized by the forming of the new business area Sandvik Machining Solutions, with significant growth and profitability potential. Seco Tools’ strong brand and customer offering within cutting tools complements Sandvik’s multi-brand portfolio, and bringing Seco Tools closer would enable Seco Tools to get full access to Sandvik’s resources and competence, mainly within product development, production technology and supply chain capabilities.
The Offer is unanimously1 recommended by the Board of Seco Tools. Further, Alecta Pension Insurance and Swedbank Robur Funds, representing 18.3% of the shares and 4.9% of the votes in Seco Tools, are positive towards the Offer, and also intend to vote in favor of an authorization to issue consideration shares at Sandvik’s EGM.
It is Sandvik’s intention that the management team of Seco Tools will continue as today. Seco Tools will be an independently managed product area under the umbrella of Sandvik Machining Solutions, just as Walter and Sandvik Coromant. There is currently no intention to carry out any material changes regarding Seco Tool’s employees, terms of employment or the places of business.
The Offer to the shareholders of Seco Tools consists of new shares in Sandvik. This will make it possible for the current shareholders of Seco Tools to benefit from the combined strength of Seco Tools and Sandvik in the area of metal cutting solutions. For each class B share in Seco Tools, Sandvik offers 1.2 shares in Sandvik. If the Offer is accepted in its entirety, 69,195,888 new shares in Sandvik will be issued to the shareholders of Seco Tools, corresponding to a dilution of Sandvik’s existing shareholders of about 5.5%.
The Offer will not give rise to any immediate Swedish tax consequences for individual shareholders of Seco Tools