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2017-01-25

Axfood: Axfood to execute its offer to the shareholdersof Matse Holding

This Offer is not being made, and this press release may not be
distributed, neither directly nor indirectly, in or into, and no
acceptance forms will be accepted if submitted by or on behalf of
shareholders in, the United States of America, Australia, Hong Kong,
Japan, Canada, New Zealand or South Africa, or any other country
where the making of the Offer, distribution of this press release or
acceptance of the Offer would be in violation of applicable laws or
rules, or would require any additional offer document to be prepared
or registration to be effected, or any other measures to be taken
other than those required under Swedish law. Shareholders are
referred to take part of the restrictions related to the Offer set
out in the section "Important notice" at the end of this press
release and in the offer document which will be published.

This is an English translation of the Swedish version of the press
release. In case of any discrepancy between the Swedish and English
versions, the Swedish version shall govern.

On 15 December 2016 Axfood Aktiebolag (publ) ("Axfood") announced a
cash offer to the shareholders of Matse Holding AB (publ) ("Matse")
to acquire all of the shares in Matse ("the Offer"). The offer
document pertaining to the Offer was made public on 20 December 2016.

· The Offer has been accepted to such extent that Axfood, after
executing the Offer, together with shares that Axfood has acquired
outside of the Offer, will hold approximately 98.9 per cent of the
shares and votes in Matse.

· As all of the conditions for the execution of the Offer have been
fulfilled, Axfood has declared the Offer unconditional and will
execute the Offer.

· Reporting of payment to shareholders who have accepted the Offer
up to and including the final day of the Acceptance Period is
expected begin on 30 January 2017. The Acceptance Period expired on
23 January 2017 and will not be extended.

Acceptances under the Offer and Axfood's holding in Matse
Through 23 January 2017, 25,922,904 shares in Matse were relinquished
through acceptances of the Offer, corresponding to approximately 79.6
per cent of the shares and votes in Matse.

In addition, outside of the Offer Axfood acquired 3,106,300 shares in
Matse pursuant to a Share Transfer Agreement (at terms corresponding
to the Offer), corresponding to approximately 9.5 per cent of the
shares and votes in Matse.[1] (http://connect.ne.cision.com#_ftn1)
Further, through 23 January 2017 Axfood acquired 3,179,010 shares in
Matse on Nasdaq First North (at prices that do not exceed the price
set forth in the Offer), corresponding to approximately 9.8 per cent
of the shares and votes in Matse.

After execution of the Offer and through the above-described
acquisitions outside of the Offer, Axfood will hold a combined total
of 32,208,214 shares in Matse, corresponding to approximately 98.8
per cent of the shares and votes in Matse.

Further, Axfood has entered into agreements to acquire all 458,438
warrants 2016/2019 in Matse. The agreements are conditional upon
Axfood declaring the Offer unconditional, and the acquisition of the
warrants will now be executed.

Beyond what is indicated above, Axfood neither owns nor controls
shares in Matse at the end of the Acceptance Period, nor does Axfood
hold any other financial instruments in Matse that entail any
financial exposure corresponding to a holding of shares in Matse.

In summary, Axfood thus controls - through acceptances under the Offer
and through acquisitions or agreements to acquire shares outside of
the Offer - a combined total of 32,208,214 shares and 458,438
warrants in Matse, corresponding to approximately 96.3 per cent of
the total number of shares in Matse after full dilution.[2]
(http://connect.ne.cision.com#_ftn2)

The Offer is declared unconditional and will be executed
Execution of the Offer is conditional upon, among other things, that
the Offer is accepted to such extent that Axfood becomes the owner of
shares representing more than 90 per cent of the total number of
shares outstanding in Matse after dilution. The condition for a set
level of acceptances has been fulfilled in accordance with what is
stated above.

As previously communicated, the Swedish Competition Authority has
decided to take no further action with respect to Axfood's planned
acquisition of Matse. The condition for execution of the Offer that
Axfood receives the necessary regulatory clearance has thus also been
fulfilled.

All of the other conditions for execution of the Offer have also been
fulfilled.

Axfood thus declares the Offer unconditional and that it will execute
the Offer.

Acceptance Period and reporting of payment
The Acceptance Period expired on 23 January 2017 and will not be
extended.

Reporting of payment to shareholders who have accepted the Offer up to
and including the final day of the Acceptance Period is expected to
begin on 30 January 2017.

Compulsory redemption and delisting
Axfood intends to initiate compulsory redemption proceedings in
accordance with the Swedish Companies Act for the purpose of
acquiring the remaining shares in Matse and to promote a delisting of
Matse's shares from Nasdaq First North.

Axfood may acquire additional shares in Matse on the market.

----------------------------------------------------------------------

[1] (http://connect.ne.cision.com#_ftnref1) As previously
communicated, shareholders with holdings of a combined total of
27,093,272 shares in Matse (corresponding to approximately 83.2 per
cent of the total number of shares and votes) preliminarily committed
themselves to accepting the Offer. Of these shares, Axfood thereafter
acquired 3,106,300 shares outside of the Offer (corresponding to 9.5
per cent of the shares and votes in Matse).

[2] (http://connect.ne.cision.com#_ftnref2) Matse has 32,583,333
shares outstanding, 458,438 warrants 2016/2019 and 864,800 warrants
2014/2017.

Additional information
Additional information about the Offer is available on Axfood's
website (www.axfood.se).

For press enquiries, please contact: Cecilia Ketels, Head of Investor
Relations, +46 72 23 606 43.

Axfood provides the information in this press release in accordance
with the Swedish Corporate Governance Board's Takeover Rules. The
information was submitted for publication at 07.30 CET on 25 January
2017.

Axfood in brief
Axfood is active in the food retail trade. Axfood conducts food retail
and wholesale business in Sweden. The Axfood Group includes the store
chains Willys and Hemköp. Hemköp also includes proprietor-run stores,
and Axfood Närlivs collaborates with Tempo, Handlar' n and Direkten.
Axfood Närlivs also supplies convenience retailers. B2B sales are
conducted through the Axfood Snabbgross chain. Dagab is responsible
for the Group's assortment development, purchasing and logistics. In
all, Axfood has 264 Group-owned stores and approximately 820
collaborating stores. In 2015 Axfood's total sales amounted to SEK
41,247 million, with an operating profit of SEK 1,760 million and an
operating margin of 4.3 per cent, with 8,803 employees. During the
interim period January to September 2016, Axfood had sales of SEK
32,239 million and an operating profit of SEK 1,501 million,
corresponding to an operating margin of 4.7 per cent. Axfood is
listed on Nasdaq Stockholm, and the principal owner is Axel Johnson
Aktiebolag, with 50.1 per cent of the shares and votes. For further
information, visit www.axfood.se.

Important notice
The Offer is not being made to persons whose participation in the
Offer would require any additional offer document to be prepared or
registration to be effected, or any other measures to be taken other
than those required under Swedish law. Shareholders not residing or
incorporated in Sweden, wishing to accept the Offer, must evaluate
applicable legislation.

This press release and other documentation relating to the Offer will
not be distributed and must not be sent by regular mail or be
distributed in any other way or be sent in or into the United States
of America, Australia, Hong Kong, Japan, Canada, New Zealand or South
Africa or any other country where it would be required to take any
additional measures or where it would be in violation of applicable
laws in such country ("Restricted Jurisdictions"). Axfood will not
authorise or approve any such distribution. If someone seeks to
accept the Offer as a result of the direct or indirect breach of
these restrictions, the accept may be disregarded.

The Offer is not being made, neither directly nor indirectly, in any
Restricted Jurisdiction by use of regular mail, any means of
communication used in national and international commerce, or any
other means of communication (including, without limitation,
facsimile transmission, electronic mail, telex, telephone and the
Internet) in any Restricted Jurisdiction, and the Offer cannot be
accepted in any such manner or by use of any such means of
communication in or from any Restricted Jurisdiction. Neither this
press release nor any documentation relating to the Offer will be,
and must not be, sent or otherwise distributed in or into any
Restricted Jurisdiction.

Information in this press release relating to future status or
circumstances, including information regarding future performance,
growth and other trend projections and consequences of the Offer,
constitute forward-looking information. Such information may include
the use of words such as "anticipates", "intends", "expects",
"believes", or similar expressions. Forward-looking information
involves risk and uncertainty as it relates to events and is
dependent on circumstances that are to occur in the future. Future
circumstances may materially differ from what has been expressed or
implied in the forward-looking information due to many factors, many
of which are outside the control of Axfood and Matse. Axfood has no
obligation (and undertakes no such obligation) to update or revise
any such forward-looking information due to changed expectations or
changed events or circumstances, except for in accordance with
applicable laws and regulations.

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http://news.cision.com/axfood/r/axfood-to-execute-its-offer-to-the-share...
http://mb.cision.com/Main/1306/2173053/618687.pdf

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