Atria offers Swedish Meats a true partnership Atria Group plc offers Swedish Meats Cooperative a true partnership and a growth focused industry driven arrangement. Atria proposes to acquire the processed meats operations (e.g. relevant operations of Scan, SLP Pärsons, Esca and Skånekött) from Swedish Meats Cooperative with a target of combining the processed meat businesses of Swedish Meats and Atria Sweden (Lithells) and simultaneously offers Swedish Meats an ownership with significant influence in Atria. Atria's proposal enables Swedish Meats owners maintaining control and ownership of the key business of Swedish Meats Cooperative including the slaughtering and cutting operations. As an additional matter, in case Swedish Meats sees this desirable, to deepen the proposed partnership Atria is prepared to invest in a minority share of up to 20% in the slaughtering and cutting operations. Atria has a strong interest in developing its Swedish operation, which currently has a number 2 position in terms of turnover in processed meats in the Swedish meat market with well known brands of Lithells and Sibylla. Swedish Meats' processed meat operations are market leading with Scan brand. The proposed transaction would create the market leader in processed meats in Sweden the estimated combined turnover of which in processed meats would be approximately SEK 5.5 billion. The background to this offer is that according to Swedish and Finnish public sources there has been a lively debate about the future ownership arrangements of Swedish Meats. The proposal for the processed meats operations that has been left for Swedish Meats' consideration consists of the following key financial elements: - Cash payment of SEK 851,000,000; - Issue of 2,300,000 preferred class A shares of Atria (1 vote/share), which shall be listed on the Helsinki Stock Exchange subsequent to the Transaction; and - Issue of 396,000 non-listed ordinary class K II shares of Atria (10 votes/share). The purchase consideration on enterprise value basis totals approx. to SEK 1,3 billion assuming that non-listed ordinary class K II shares are valued similarly to publicly traded class A shares. With the above purchase consideration Swedish Meat Cooperative's share of all the shares in Atria would be approx. 10.8 % and its share of all the votes in Atria approx. 5.6 %. Additionally Atria has proposed that a long-term framework agreement with Swedish Meat's on supply of raw material would be executed and that Swedish Meats Cooperative would have a representative in the Board of Atria subject to approvals from relevant bodies. Atria sees that this alternative partnership proposal has several important benefits to a Swedish Meats owner as the proposal includes e.g.: - Maintaining control and ownership of the key business of Swedish Meats Cooperative including the slaughtering and cutting operations; - Significant influence through high voting share in Atria; - Participation in potential value increase through significant synergies through combining the strength of the two Sweden based businesses; and - Export opportunities through Atria's growing new markets where Atria is net importer of meat, especially Russia. - Disposal of the processed meat operations which need structural changes and investments in a situation where Swedish Meats has been looking for a way to drive the industrial part in a profitable way for both company and suppliers. Atria believes that its proposal on this alternative partnership, which is initially valid until 31 December 2006, provides with an attractive overall financial and strategic outcome both in short and long-term for Swedish Meats' owners and Atria. For further information, please contact Mr. Matti Tikkakoski, President and CEO of Atria Group plc, tel. +358 50 2582 or Mr. Christer Åberg, MD of Lithells AB, tel +46 7039 06100. ATRIA GROUP PLC Matti Tikkakoski President and CEO DISTRIBUTION: Helsinki Stock Exchanges Principal media www.atria.fi
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