NOK 206 per share cash offer for Dyno ASA from Industri Kapital

Industri Kapital has today, through Nordkem AS, a subsidiary of Nordkemi Oy, made a voluntary tender offer to purchase all shares in the Norwegian company Dyno ASA for a cash consideration of NOK 206 per share (“the Offer”).

Norsk Hydro ASA and Orkla ASA, the two largest shareholders of Dyno ASA, which own 38.1 and 18.1 per cent of the shares respectively, have irrevocably undertaken to accept the Offer. The Board of Directors and the Corporate Management of Dyno ASA have informed Industri Kapital that they are positive to the Offer and that the Board of Directors unanimously will recommend that the shareholders accept the Offer.

The offer document will be mailed to all shareholders recorded in the Norwegian Registry of Securities (VPS) as of 6th December, 1999, with the exception of shareholders resident in the USA. This Offer will also be valid to investors who acquire shares in Dyno ASA during the offer period from 8th to 22nd December, 1999 (the “Offer Period”). Nordkem AS’ Offer values the entire share capital of Dyno ASA at NOK 5,273 million.

The Offer is conditional on Nordkem AS acquiring more than 90 per cent of the shares in Dyno ASA. Also, the Offer is conditional on receiving, on terms acceptable to Nordkem AS, all necessary approvals and consents from Norwegian and foreign authorities. A further condition is that no circumstances arise before the settlement date which would prevent fulfilment of, or significantly change the conditions for the disbursement of funds by lending institutions which Nordkem AS has arranged to provide support for the Offer.

Nordkem AS reserves the right to waive one or more of the above-mentioned conditions and extend the Offer Period.

Payment for the accepted shares will be transferred to shareholder’s bank accounts within 15 business days of the Offer being declared unconditional and of Nordkem AS completing the acquisition. Interest at a rate of six per cent per annum will be payable by Nordkem AS on the offer price from 15th February, 2000, until the settlement date.

Nordkem AS, which has been established in connection with the Offer, is a wholly owned Norwegian subsidiary of the Finnish company Nordkemi Oy. Nordkemi Oy is 71 per cent owned by funds managed by Industri Kapital, 1 per cent owned by senior executives of Neste Chemicals Oy and 28 per cent owned by a group of investors which include Orkla ASA (Swiss branch), Stichting Pensioenfonds PGGM, Weyerhaeuser Company Master Retirement Trust and Länsförsäkringar Wasa Liv Försäkringsaktiebolag (publ).

“Through Nordkem, we will continue the strategic work initiated by the Board of Directors and management of Dyno” says Kim Wahl, Deputy CEO of Industri Kapital. “Together with management and employees, we will work actively to further strengthen the market positions and competitiveness of Dyno’s businesses.”

This release contains only a summary of the offer, and is qualified in its entirety by the contents of the offer document to Dyno’s shareholders. For a complete presentation of the offer, including its terms and conditions, see the offer document which will be distributed to shareholders. This document is available from Orkla Finans (Fondsmegling) ASA on tel: +47 22 40 08 00.

Industri Kapital in brief

Industri Kapital is a leading European private equity investment firm with funds under management in excess of NOK 14 billion (Euro 1.6 billion). Institutional investors in the funds include Orkla, Storebrand, Norske Liv, ABB/Sirius, Unibank, Merita Nordbanken, Varma-Sampo, PGGM and Shell Pensioenfonds.

Since its inception 10 years ago, Industri Kapital has made 34 strategic investments. Industri Kapital has offices in London, Oslo, Hamburg and Stockholm. The objective of Industri Kapital is to improve the market positions, operating performance and competitiveness of its portfolio companies in order to create value for the shareholders. The fundamental principles of Industri Kapital’s investment strategy are active ownership, acquisitions in priority industries and geographical expansion of its portfolio companies. Industri Kapital’s portfolio companies operate independently of each other, and the management of each company always participates as shareholders. Industri Kapital’s objective is to realise its investments within a five year period through either a stock exchange listing or a sale to industrial buyers. Companies in which Industri Kapital has invested include Kongsberg Automotive ASA and Liva Bil AS in Norway, Superfos a/s in Denmark, Neste Chemicals Oy and KCI Konecranes International Oyj in Finland, and AB Lindex and Ellos AB in Sweden.

Industri Kapital is being advised by Deutsche Bank AG and Orkla Finans (Fondsmegling) ASA in this transaction. Nordkemi Oy is being advised by Salomon Smith Barney.