Kinnevik announces a recommended public all cash offer to the owners of shares, warrants and debentures in Metro

This press release may not, directly or indirectly, be distributed or published in or into the United States of America, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. The offer is not being made to (and acceptances will not be accepted from) persons in those countries or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law.

Investment AB Kinnevik (publ) ("Kinnevik"), through the wholly-owned subsidiary Kinnevik Media Holding AB[1], hereby announces a recommended[2] all cash offer to acquire (either directly or in the form of Swedish depositary receipts) all outstanding shares of series A ("A Shares") at a price of SEK 0.90 per share, shares of series B ("B Shares") at a price of SEK 0.94 per share (together "Shares"), warrants at a price of SEK 0.50 per warrant ("Warrant") and debentures at a price of SEK 0.425 per debenture ("Debenture") in Metro International S.A. ("Metro" or the "Company") (the "Offer"). The Shares, the Warrants and the Debentures in Metro are admitted to trading in the form of Swedish depositary receipts on NASDAQ OMX Stockholm ("NASDAQ OMX"), Small Cap.

The Offer in brief

·         Kinnevik offers SEK 0.90 in cash per A Share, SEK 0.94 in cash per B Share, SEK 0.50 in cash per Warrant and SEK 0.425 in cash per Debenture in Metro.[3] The total offer value (excluding Kinnevik's holdings) for all Shares and Warrants in Metro amounts to approximately SEK 560.0 million and SEK 815.7 million including Debentures. The Offer values Metro at approximately SEK 1,145.5 million[4]
·         The Offer represents a premium of approximately 76 percent compared to the total volume-weighted average value of the Shares and Warrants in Metro on NASDAQ OMX during the last three months up to and including February 3, 2012
-      The offered price represents a premium of approximately 46 percent and 47 percent compared to Metro's volume-weighted average share price for the A Shares and B Shares, respectively, on NASDAQ OMX during the last three months up to and including February 3, 2012
-      The offered price represents a premium of approximately 106 percent compared to Metro's volume-weighted average price for the Warrants on NASDAQ OMX during the last three months up to and including February 3, 2012
·         The offered price of SEK 0.425 per Debenture in Metro corresponds to 85.0 percent of the nominal value. The last closing price of the Debentures in Metro on NASDAQ OMX of SEK 0.4175 on February 3, 2012, being the last day of trading prior to the announcement of the Offer, corresponds to approximately 83.5 percent of the nominal value
·         Metro's independent Board committee unanimously recommends Metro's shareholders and owners of Warrants to accept the Offer, supported by the fairness opinion that has been prepared in conjunction with the Offer by Carnegie Investment Bank AB. According to the fairness opinion, the Offer is fair from a financial point of view for the shareholders and owners of Warrants in Metro as of the date of the opinion
·         Kinnevik is the largest owner in Metro with approximately 46.6 percent of the share capital and approximately 42.4 percent of the votes. In addition to the shareholding, Kinnevik holds approximately 54.4 percent of the Warrants and approximately 54.4 percent of the Debentures in Metro
·         Completion of the Offer is not subject to a certain acceptance level
·         The acceptance period for the Offer is expected to commence on February 22 and end on March 20, 2012. Settlement is expected to commence on March 29, 2012
"Kinnevik has followed Metro's development with great interest since the company was founded more than 15 years ago to its present position as a unique and world leading player on the free newspaper market. We believe that Metro will continue to create value within the Kinnevik Group and we envision excellent opportunities to continued positive growth and profitability", states Mia Brunell Livfors, CEO and President of Kinnevik.

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[1] Under name change from Goldcup 7395 AB.

[2] The recommendation applies to the Shares and the Warrants.

[3] The higher price for the B Share is motivated by its preferential dividend right. For more information, se below the section "The Offer".

[4] Based on the total number of outstanding Shares and the Warrants in Metro.

Press release

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Source: Kinnevik via Thomson Reuters ONE
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