Bli medlem
Bli medlem

Du är här

2016-11-07

Statement by RusForest regarding Dimesilia’s public offer

ding Dimesilia’s public offer

Stockholm, 2016-11-07 08:00 CET (GLOBE NEWSWIRE) -- The independent committee
of RusForest AB (publ) (“RusForest” or the “Company”) unanimously recommends
the shareholders to accept Dimesilia’s unsolicited public offer to the
shareholders of RusForest.

Background

This statement is made by the independent committee of RusForest pursuant to
section II.19 of the rules concerning takeover rules for certain trading
platforms (MTF's) as adopted by the Swedish Corporate Governance Board and
Nasdaq First North (the "Takeover Rules").

On 24 October 2016, Dimesilia Holdings Ltd (”Dimesilia” or the “Offeror”)
announced an unsolicited public offer to the shareholders in RusForest to
transfer all of their shares in RusForest to Dimesilia at a price of SEK 2.12
in cash per share (the “Offer”). Dimesilia declared that it had acquired shares
in RusForest during the six months prior to the announcement of the Offer, at a
price not higher than SEK 2.05 per share, and held approximately 15.6 per cent
of the shares and the votes in the Company. Dimesilia stated that the Offer is
governed by the Takeover Rules and the Swedish Securities Council's rulings
regarding interpretation and application of the Takeover Rules.

The total value of the Offer amounts to approximately SEK 233,747,636, based on
the current number of outstanding shares in RusForest not directly or
indirectly held by Dimesilia. In accordance with the indicative timetable
included in the press release through which the Offer was announced, the offer
document was made public on 24 October 2016, the acceptance period commenced on
25 October 2016 and is expected to end on 21 November 2016 and settlement is
expected to commence around 23 November 2016. For further information about the
Offer, please refer to Dimesilia’s offer press release and offer document.

Independent committee

The board has within itself appointed an independent committee consisting of
the board members Peter Nilsson, Camilla Öberg and Per Brilioth (the
“Committee”), to represent the Company in connection with the Offer and make a
statement regarding the Offer.

The chairman of the board of directors Alexander Rudik is not a member of the
Committee due to a conflict of interest. Alexander Rudik, who is the
beneficiary of the shareholder Lasnerio Commercial Ltd. (Nova Capital), has
privately and on behalf of Lasnerio Commercial committed irrevocably to accept
the Offer, conditional upon the Offer being published no later than 25 October
2016. Thus, Alexander Rudik has, on the grounds that he entered into such a
commitment, a conflict of interest and has not participated in the handling by
RusForest of the Offer or of any questions related to the Offer.

The Offer is unsolicited and hence there has not been any due diligence carried
out or other contacts between the Company and the Offeror in connection with
the preparations of the Offer.

As part of the Committee’s assessment of the Offer, the Committee has engaged
Pareto Securities AB (“Pareto Securities”) as financial advisor and Vinge as
legal advisor. Pareto Securities has furthermore been requested by the
Committee to provide a Fairness Opinion regarding the price of the Offer.

The Offer’s impact on employees etc.

Under the Takeover Rules, the Committee must, on the basis of Dimesilia’s
statements in its press release regarding the Offer, present its opinion
regarding the impact that the implementation of the Offer may have on
RusForest, particularly in terms of employment, and its opinion regarding
Dimesilia’s strategic plans for RusForest and the effects it is anticipated
that such plans will have on employment and on the communities in which the
company conducts its business.

The Committee notes that in the press release, Dimesilia states that it does
not intend to implement any changes regarding RusForest’s management and/or
employees, including their terms of employment. The Committee assumes that this
description is correct and has in relevant respects no reason to take a
different view.

The Committee’s recommendation

The Committee’s statement is based on an overall assessment of a number of
factors that the Committee has considered relevant for the evaluation of the
Offer. These factors include, but are not limited to, the Company’s present
position, the expected future development of the Company and possibilities and
risks related thereto.

The Committee notes that the price per share offered by Dimesilia corresponds
to a premium of approximately 8 per cent compared to the volume weighted
average share price for the Company’s share on Nasdaq First North during the
last 90 days up to and including 21 October 2016, i.e., the last trading day
prior to the announcement of the Offer. Compared to the closing price of SEK
2.03 per share for the Company’s share on Nasdaq First North on 21 October
2016, the Offer corresponds to a premium of approximately 4 per cent.

The assessment is also based on Pareto Securities’ fairness opinion as to the
fairness from a financial perspective of the Offer for the shareholders in
RusForest. According to the fairness opinion, attached to this press release,
Pareto Securities’ opinion is that the valuation in the Offer, subject to the
conditions and assumptions stated in the opinion, reflects the current
underlying value in the Company and is therefor a fair valuation of RusForest.

The Committee considers the price per share offered by Dimesilia to be low and
has, although the Offer being unsolicited and the limited amount of time at
hand, tried to work for an increased offer. Even though it is low, the price
is within the range of what can be classified as fair, as supported by Pareto
Securities’ fairness opinion. The Committee’s opinion is that RusForest has
further potential in the long term, especially with the current management team
and in case of a merger with similar assets with industrial logic. The reason
that the Committee has chosen to, despite the long-term potential of the
Company, recommend the Offer is associated with the many uncertainties that
arise in respect of the change of majority shareholder, which is already a
given regardless of the level of acceptance of the Offer. Such uncertainties
relate to corporate governance, industrial strategy, the ability to retain and
attract relevant and competent personnel, which jointly result in an increased
risk profile for RusForest. In light of the increased risks, the Committee
considers the price per share offered to be acceptable and unanimously
recommends the shareholders of RusForest to accept the Offer.

This statement shall in all respects be governed by and construed in accordance
with Swedish law. Any dispute arising out of or in connection with this
statement shall be settled exclusively by Swedish courts.

Stockholm, 7 November 2016

RusForest AB (publ)

The independent committee

For further information, please contact

Per Brilioth, board member and member of the independent committee, telephone
+46-8 545 015 50

This information is information that RusForest AB (publ) is obliged to make
public pursuant to the EU Market Abuse Regulation and the Takeover Rules. The
information was submitted for publication, through the agency of the contact
person set out above, on 7 November 2016, 08:00 CET.

About RusForest AB (publ)

RusForest is a Swedish forestry company operating in Eastern Siberia. The
Company controls long-term timber leases and utilizes these resources to
produce a wide range of sawnwood products and wood pellets. RusForest is listed
on Nasdaq First North (ticker “RUSF”).

RusForest AB's Certified Adviser on First North is Pareto Securities AB.

Författare SSE

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.