Statement from the Board of Directors of Nefab as a result of NPNC Intressenter's public offer to Nefab's shareholders


Statement from the Board of Directors of Nefab as a result of NPNC
Intressenter's public offer to Nefab's shareholders

This statement by the Board of Directors of Nefab AB (publ) (“Nefab”) is
released in accordance with the OMX Nordic Exchange Stockholm AB's Takeover
Rules section II.14.

On the 27 of August 2007, NPNC Intressenter AB (“NPNC”), a newly incorporated
company which is 60 per cent owned by Nordic Capital Fund VI and 40 per cent
owned by the Nordgren/Pihl family (“the Owner family)”, made a public offer to
the shareholders of Nefab to sell their shares in Nefab to NPNC for SEK 97.00 in
cash per share (“the Offer”). The Offer does not include the Owner family's
shares in Nefab. The Board of Directors has been informed that the Owner family
will transfer its shares in Nefab to NPNC in connection to the completion of the
Offer.

The Offer corresponds to a bid premium of approximately 39 per cent compared to
the volume weighted average price of Nefab's share the last month up until
August 24, 2007. Compared to the volume weighted average price during August 24,
2007, the last trading day prior to the announcement of the Offer, the bid
premium is approximately 24 per cent. The acceptance period is expected to run
from 3 September 2007 to 24 September 2007. The Offer is subject to certain
conditions, including acceptance of the Offer to such extent that NPNC becomes
the owner of more than 90 per cent of the total number of shares in Nefab. For
other information, please see NPNC's press release as of 27 August 2007
concerning the Offer. 

The Owner family is the major shareholder in Nefab controlling, at the time of
the announcement of the Offer, 55.8 per cent of the capital and 82.8 per cent of
the votes in Nefab.

The owners of NPNC (Nordic Capital Fund VI and the Owner family) have in writing
confirmed to the Board of Directors of Nefab that the pricing of the Owner
family's shares in Nefab (with regards to both A-shares and B-shares) is not
more favourable than the price in the Offer. Furthermore, the owners of NPNC
have confirmed that the transaction in all other respects follows the OMX Nordic
Exchange Stockholm AB's Takeover Rules as well as customary practice on the
stock market.

Nefab's Board of Directors has allowed a limited due diligence before the
announcement of the Offer since the Board of Directors has considered that the
intended offer was of interest to the shareholders.

The Board of Directors has been informed that NPNC intends to continue to run
the operations in line with the current strategy and with the ambition to
increase growth, both organically and by way of acquisitions. According to the
Board of Directors' assessment, the Offer should not have a significant effect
on the terms of employment or the locations where Nefab presently operates.

Considerations

The Board of Directors has in its assessment of the Offer, among other factors,
considered the following:

Nefab has gradually developed from a local production oriented company to a
global provider of complete packaging solutions to international industrial
groups. As a result of this development of the business model, the company has
for many years successfully been able to grow with its customers. Nefab has
today a unique international platform, which makes the company very competitive
on a large and fragmented market. Nefab's international presence and relatively
large exposure to emerging markets in general and China in particular means that
the company's future growth will benefit from increasing transportation
requirements in connection with increasing globalization and relocation of
production to low-cost countries.

In addition to the potential for organic growth there are good opportunities for
Nefab to grow through acquisitions. Nefab has during recent years established a
successful concept for acquiring and integrating smaller companies. Moreover,
the company's strong balance sheet enables further value-adding acquisitions of
smaller companies.

The Board of Directors' opinion is that Nefab is a well-managed and fast growing
company with a favourable outlook as a stand-alone company listed on the stock
market. As in all companies, there are, however, risks involved in the business,
for example the exposure towards certain markets and client segments, and
dependence of the price development of raw material.  

The Board of Directors also note that the liquidity in the Nefab share is low,
which limits the company's ability to use its share as consideration in relation
to acquisitions, and complicates trading of larger blocks of shares. In
addition, the Board of Directors has considered that the Offer implies a fair
bid premium compared to the volume weighted average price of Nefab's share the
last month up until August 24, 2007, which in a reasonable way reflects the
above described opportunities and risks in the company.

As the directors Ing-Marie Nordgren and Jochum Pihl, through their ownership in
NPNC, participate in the Offer, the Board of Directors of Nefab has, in
accordance with section III.3 of the OMX Nordic Exchange Stockholm AB's Takeover
Rules, engaged Erneholm & Haskel AB to evaluate whether the Offer is fair or not
from a financial point of view (see enclosure). Erneholm & Haskel concluded in
its fairness opinion that the Offer - in the opinion of Erneholm & Haskel - can
be considered fair from a financial point of view for the shareholders of Nefab.

Based on the considerations above and Erneholm & Haskel's fairness opinion, the
Board of Directors unanimously recommends Nefab's shareholders to accept the
Offer. 

For further information, please contact the President and CEO Lars-Åke Rydh, tel
+46 70 592 45 70, e-mail lars-ake.rydh@nefab.se

Stockholm August 27, 2007


Nefab AB (publ) Board of Directors


Nefab delivers complete packaging solutions to international industrial groups,
primarily within the telecom and automotive industries. Nefab companies are
located in Europe, North and South America and Asia. Invoiced sales in 2006
amounted to SEK 1.9 billion. The Nefab share is listed on OMX Nordic Exchange,
category Mid Cap.

Attachments

Varderingsutlatande eng 2007-08-27.pdf 08272198.pdf