Press release 5 February 2008 On 13 November 2007, the shareholders and warrant holders of Securitas Direct AB (publ) ("Securitas Direct") were offered to sell their shares and warrants in Securitas Direct to ESML Intressenter AB for SEK 26 and SEK 8.60, respectively. ESML Intressenter AB has today increased the offer to SEK 27.50 per share and SEK 9.20 per warrant. The increased offer of SEK 27.50 per Securitas Direct share represents an increase of SEK 1.50 per share or 5.8 % compared to the original offer of SEK 26 per share and values Securitas Direct at SEK 10.1 billion. The Independent Committee of the Board of Directors of Securitas Direct (the "Committee") recommends Securitas Direct's shareholders and warrant holders to accept the increased offer."The improved offer, in addition to the increased economic uncertainty, leads us to recommend the shareholders of Securitas Direct to accept the offer", says Ulf Mattsson, Chairman of the Board and member of the Committee."We also note that SäkI, MSAB and Latour have decided to sell their shares to EQT on the basis of the increased offer price", says Ulf Mattsson. JP Morgan plc ("JP Morgan") and SEB Enskilda, Skandinaviska Enskilda Banken AB ("SEB Enskilda") have each independently issued fairness opinions to the Committee. The two fairness opinions are attached to this statement. Attachment SEB Enskilda Attachment JPMorgan Stockholm, February 5, 2008 The Independent Committee of the Board of Directors For further information, please contact: Ulf Mattsson, Chairman of the Board, tel. +46 709 76 04 66 STATEMENT OF THE INDEPENDENT COMMITTEE OF THE BOARD OF DIRECTORS OF SECURITAS DIRECT AB (PUBL) IN RELATION TO THE INCREASED PUBLIC CASH OFFER FROM ESML INTRESSENTER AB Stockholm, February 5, 2008 Background On 13 November, 2007 ESML Intressenter AB ("ESML Intressenter"), indirectly jointly-owned by EQT V ("EQT"), SäkI AB ("SäkI"), Melker Schörling AB ("MSAB") and Investment AB Latour ("Latour"), announced a public cash offer (the "Offer") to the shareholders and holders of warrants of Securitas Direct AB (publ) ("Securitas Direct" or the"Company"). ESML Intressenter has today increased the offer to SEK 27.50 per share and SEK 9.20 per warrant. According to the press release published by ESML Intressenter on February 5, 2008, the shareholders of Securitas Direct are offered to tender shares of series B in the Company ("Series B Shares") to ESML Intressenter for a consideration of SEK 27.50 per share in cash (the"Increased Offer", and the "Increased Offer Price"). Warrants awarded to certain Securitas Direct employees, exercisable into shares of series B in the Company ("Warrants"), are also part of the Increased Offer. The warrant holders are offered SEK 9.20 per warrant. The acceptance period for the Increased Offer has been extended until 19 February, 2008, 16.00 (CET). The Increased Offer is, amongst other conditions, conditional upon being accepted to the extent that ESML Intressenter becomes the owner of more than 90% of the total number of shares in Securitas Direct before as well as after dilution, although ESML Intressenter has reserved the right to waive this and other conditions of the Increased Offer. SäkI, MSAB and Latour are irrevocably committed to the Increased Offer and will contribute all of their shares in Securitas Direct to ESML Intressenter in case of completion. Subsequently, SäkI, MSAB and Latour will dispose of all of their securities held indirectly in ESML Intressenter to EQT, at the corresponding financial terms as all other shareholders in the Offer, thereby making EQT the sole owner of ESML Intressenter. Independent Committee On 12 November 2007, Securitas Direct's Board of Directors held a special Board meeting, at which the Board appointed an independent committee (the "Committee") to handle matters related to the Offer (for more information about the Committee, please see the Company's press release of 6 December 2007). The Committee has evaluated the Increased Offer on behalf of the Company and the Committee believes that it is in the Company's shareholders' interest if the Committee gives its view on the Increased Offer. Recommendation by the Committee Based on information given by ESML Intressenter regarding the effects that the completion of the Increased Offer would have on Securitas Direct, in particular with regard to employment, and ESML Intressenter's strategic plans for Securitas Direct, the Committee is of the opinion that the Increased Offer would not result in any major changes or any significant effects on employment or the locations of the Company's business. In assessing the Increased Offer, the Committee has considered Securitas Direct's current performance and future prospects as well as other factors that the Committee has deemed relevant in relation to the Increased Offer. The Committee has also taken into account the increased economic uncertainty since the Offer was announced. Based on the above, the Committee recommends Securitas Direct's shareholders and holders of Warrants to accept the Increased Offer. The Committee has obtained fairness opinions from JPMorgan and SEB Enskilda (the "Opinions") which provide, on the basis of and subject to the qualifications and assumptions stated therein and on the basis stated in the footnote below, that, as at the date of the Opinions, the consideration to be paid to the holders of Series B Shares and Warrants in the Increased Offer is fair, from a financial point of view, to such holders[1]. This statement is in all respects to be governed by and construed in accordance with Swedish law. Any dispute arising out of or in connection with this statement is to be settled exclusively by Swedish courts[2]. The Committee has been advised by Mannheimer Swartling Advokatbyrå as legal advisor. [1] The Opinions have been provided to the Committee solely for the benefit of the Committee in connection with, and for the purposes of, its consideration of the Increased Offer. The Opinions do not constitute a recommendation to any holder of any securities in the Company as to whether or not such holder should tender Series B Shares or Warrants pursuant to the Increased Offer, are not provided on behalf of, nor shall they confer rights or remedies upon, any holder of any securities in the Company or in ESML Intressenter, or any other person other than the Committee, and may not be used for any other purpose. The Opinions may not be used or relied upon by any person other than the Committee or disclosed, referred to or communicated (in whole or in part) by the Committee or any other person to any third party for any purpose whatsoever except with the prior written consent in each instance of JPMorgan and SEB Enskilda in respect of their own Opinion, except that a copy of the Opinions may be included in any public release that the Committee is obligated to issue pursuant to the OMX Nordic Exchange Stockholm Takeover Rules with respect to the Increased Offer. JPMorgan and SEB Enskilda are acting for the Committee of Securitas Direct in relation to the Increased Offer and for no other person. JPMorgan and SEB Enskilda shall not regard any other person (including, without limitation, any person who is a director, employee of the Company or any holder of securities in the Company) as its client in relation to the Increased Offer and shall not be responsible to any person other than the Committee of Securitas Direct for providing protections afforded to clients of JPMorgan or SEB Enskilda respectively or for advising any other person in relation the Increased Offer or any of the matters referred to herein. [2] The previous two sentences shall not apply with respect to the Opinion provided by JPMorgan or any matter arising out of or in connection therewith.
The Independent Committee of the Board of Directors of Securitas Direct recommends shareholders and warrant holders to accept the increased offer from ESML Intressenter
| Source: Securitas Direct AB