Public tender offer
March 6, 2019 is the last day of trading in the Ahlsell share. Shareholders who still own shares after this date will have their shares compulsorily redeemed.
Next step: A "good man" will be appointed, that will represent the shareholders jointly against CVC (the new owner). As soon as this person is in place, the process of compulsory redemption will begin. All questions about timing on such a process, to what price the shares are redeemed and other issues, has to be directed to the good man. Any holding in Ahlsell will be "locked" until the process is completed.
Update February 13, 2019
Following the takeover bid, Quimper AB (CVC) controls 93.9% of the shares in Ahlsell.
Update January 28, 2019
Statement by the Board of Directors of Ahlsell in relation to the public cash offer by Quimper
The Board of Directors of Ahlsell AB (publ) (“Ahlsell” or the “Company”) unanimously recommends that the shareholders of Ahlsell accept the offer made by Quimper.
Comment from Satu Huber, Board member of Ahlsell and Chair of the independent bid committee
“Together with financial and legal advisers, we have conducted a comprehensive analysis to ensure that we are acting in the best interest of the company and the shareholders. In addition to a purely financial analysis, we have contacted a number of potential bidders, both industrial and financial. The Board of Directors has full confidence in the management’s ability to create long-term shareholder value based on the company’s position and strategy. Different alternatives to develop Ahlsell as an independent company have therefore been taken into account. The conclusion of our intensive work is that the offer is fair and we are unanimous in the decision to recommend the offer of SEK 55.”
On this basis, the Board unanimously recommends the shareholders of Ahlsell to accept the Offer.
This statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts. This statement has been made in a Swedish and English version. In case of any discrepancies between the Swedish and the English text, the Swedish text shall prevail.
Stockholm, 28 January 2019
Ahlsell AB (publ)
The Board of Directors
On December 11 2018, Quimper AB, a private limited liability company that has been or will be indirectly invested in by CVC Funds, announced a public offer to the shareholders of Ahlsell AB (publ) to tender all shares in Ahlsell to Quimper at a price of SEK 55.00 in cash per share, while also stating that the price cannot be increased.
The independent directors of the board of directors of Ahlsell AB will, in accordance with regulations, announce its opinion regarding the offer no later than two weeks prior to the expiry of the acceptance period. The acceptance period is expected to begin on or about 20 December 2018 and expire on or about 11 February 2019.
Short summary of the offer:
- Quimper offers SEK 55.00 in cash per Ahlsell share. The total value of the offer, based on the 326,723,864 shares in Ahlsell not directly or indirectly owned by Quimper, or closely related parties, amounts to approximately MSEK 17 970.
- The price offered for the shares represents a premium of 32.5% to the closing price for the shares on 10 December 2018 (the last day of trading prior to the announcement of the offer).
- Further information about the offer: www.quimperbidco.com
You can find the full press release from Ahlsell AB here.
Independent bid committee
Following the public offer to shareholders of Ahlsell AB (publ) submitted by Quimper AB, a private limited company that has been or will be indirectly invested by CVC funds, on December 11, 2018, the Board of Directors has appointed an independent bid committee (Committtee).
The independent bid committee to represent Ahlsell in connection with the offer will consist of the following board members: Satu Huber (Chair of the bid committee), Magdalena Gerger, Susanne Ehnbåge and Terje Venold.
”I look forward to leading the work of the committee and will within shortly present the financial advisors chosen. We will do a thorough analysis and work for the best interests of all shareholders. We will publish our statement well in advance, and no later than two weeks before the end of the acceptance period.", says Satu Huber.
Satu Huber has been a Board member of Ahlsell AB since 2016 and is the CEO of Elo Mutual Pension Insurance Company in Finland, with assets under management of approximately BEUR 23.
The board members Sören Vestergaard-Poulsen, Gustaf Martin-Löf and Peter Törnquist are considered biased, as they are either employees or advisors to CVC Capital Partners, hence they will not participate in the Ahlsell Board's handling of matters relating to the offer. Kenneth Bengtsson, Chair of the Board, and Johan Nilsson, Board member and CEO of Ahlsell AB, have decided to refrain from participating in issues related to the offer to avoid potential conflicts of interest. This is done in accordance with the take-over rules as a result of having invested in CVC funds that indirectly have, or will invest in Quimper AB. According to the Swedish Code of Corporate Governance, both Kenneth Bengtsson and Johan Nilsson remain independent of CVC.
2018-12-19 Ahlsell's independent bid committee appoints advisers
The bid committee has appointed Nordea Bank Abp, filial i Sverige, Advisory & ECM (“Nordea”) as financial adviser and Mannheimer Swartling Advokatbyrå AB as legal adviser. The advisers will assist the committee in its assessment of the offer, and Nordea will issue a fairness opinion to the independent bid committee. The committee will make a full strategic review.
Who is Satu Huber?
Satu has been a board member of Ahlsell since 2016 and now also chair of the Independent bid committee. I had the opportunity to get to know her better through an interview and I am very impressed by this calm, competent and humble woman. Read the full interview below.
/Karin Larsson, Head of IR, Ahlsell AB
Hi Satu, you have recently been appointed to lead the bid committee at Ahlsell, which is an important mission. Since many of us are curious about you, I would appreciate if you could tell me a little bit about yourself. Who are you?
I am the CEO of the Elo Mutual Pension Insurance Company and have worked in the pension industry for more than ten years. Previously, I have been the CEO of Finance Finland (Finansbranschens Centralförbund), Head of the Finance Unit at the State Treasury in Finland, and before that, I spent 16 years in the finance industry in both London and Helsinki. I am 60 years old and live with my husband Thomas in Helsinki, Finland. We have three grownup children.
You are serving on several boards, which ones and what determines if you accept a mission or not?
Since I work full time as CEO, I currently have only one significant board assignment in parallel with my daily job, and that is Ahlsell. I have previously been in YIT's board for nine years, about six years in Finnair and before that in Metso, Hex (until the merger with OMX) and Boliden AB. When I serve in a board, I think that it is important that I can contribute with my knowledge and experience. Every board membership has further given me an improved skillset that I have been able to take advantage of in my daily work and in subsequent board positions.
Since 2016, you are in Ahlsell's Board, what fascinates you most with Ahlsell?
Ahlsell is a good and well-managed company. It is always a pleasure to be involved in the Ahlsell Board's work and to collaborate with the competent management team. The corporate culture is good and it is positive that Ahlsell invests a lot in developing the ESG work. At Ahlsell, ESG is a "natural part of the business", which means that there are consistently good things happening. It's a comparative advantage!
In addition to your assignment at Ahlsell, you have an important position as CEO of the Elo Mutual Pension Insurance Company, can you briefly tell us about the company and your role?
Elo is one of the largest private pension companies in Finland. We handle the statutory occupational retirement benefit for employees and entrepreneurs in corporations. Elo was formed by a merger in 2014 between LokalTapiola Pensionsbolag and Pensions-Fennia. Elo's premium income is approximately 3 billion euros and employs approximately 500 professionals.
I appreciate that my job means a lot to society. Although we are part of the private sector, we are also part of the Finnish social security system. In addition to taking care of approximately 700,000 people's retirements savings, we also promote the work capacity of our customer companies and contribute to growth through funding services.
What is important to you in your leadership?
I appreciate the transparency, cooperation and utilization of all the resources in the company to achieve strategic and annual goals. I try to achieve a corporate culture where you, regardless of position, are able to question processes and actions in the company in a constructive way.
What do you think about the new assignment "Chair of the independent bid committee"?
I appreciate that I have been chosen for this assignment. I’m also glad to utilize my previous experience from several audit committees, the Finnish state office (which functions as the Swedish Debt Office) and my work with investment banks.
What is the process and workflow in the bid committee? What is the next step?
The committee's first mission is to seek financial and legal advisers to ensure that we have the expertise on our side that leads to the best recommendation to the Ahlsell shareholders. We will all work closely together to evaluate the bid.
Have you experience from similar work and bid processes before?
Since CVC already owns just over 25% of the company, this is a somewhat unusual process. So exactly this experience, I have not had before.
When can our owners expect an opinion about the bid from the committee?
As soon as possible, but no later than two weeks before the end of the acceptance period. The acceptance period runs from 20 December 2018 until 11 February 2019.
Thank you Satu for taking the time. Good luck with the work in the committee!