Ericsson Launches Netwise Takeover

Ericsson announces offer of SEK 60 per share for Netwise

June 5, 2006

3 Min Read

STOCKHOLM -- Telefonaktiebolaget LM Ericsson ("Ericsson") (NASDAQ: ERICY) today announces a recommended cash offer to the shareholders and holders of warrants in Netwise AB (publ) ("Netwise") to transfer all shares in and all warrants issued by Netwise to Ericsson the ("Offer"). Netwise's B shares are listed on Nya Marknaden in Sweden. Ericsson and Netwise has today an ongoing co-operation and see further possibilities in combining Netwise's cutting-edge IP-competence and applications for the enterprise segment with Ericsson's global presence.

Summary

  • For each share of series A and series B respectively in Netwise a cash amount of SEK 60 is offered.

  • For each warrant with respect to shares of series B in Netwise a cash amount of SEK 9.30 is offered.

  • Compared with the average latest share price paid for Netwise's shares of series B during the last ten trading days before announcement of the Offer of SEK 46.51, the Offer represents a premium of 29 per cent. Compared with the closing share price of Netwise's shares of series B the last trading day before the announcement of the Offer of SEK 49 per share, the Offer represents a premium of 22 per cent.

  • Netwise's Board of Directors unanimously recommends the Offer.

  • Shareholders in Netwise, together holding approximately 70 per cent of the share capital and 76 per cent of the voting rights in Netwise, have committed to accept the Offer and transfer all these shares in Netwise to Ericsson in accordance with the Offer, provided that no other person makes an offer that is more favorable for the shareholders.

  • Neither Ericsson nor its subsidiaries presently hold shares in Netwise.

  • The acceptance period for the Offer is expected to run from June 27, 2006 up to and including August 2, 2006. The estimated date for payment to shareholders is August 11, 2006.



Background and reasons for the Offer

Ericsson sees a growing market for new advanced enterprise solutions based on IP, mobility and convergence. Applications that can unify these domains are crucial for the modern company's efficiency. Ericsson has already today a strong offering in this market and sees an opportunity to further strengthen this offering to the enterprise segment with Netwise's competence and solutions within the applications area.

Urban Gillström, head of Ericsson's business unit Enterprise, says: "We see clear opportunities in combining Netwise's cutting-edge IP- competence and applications for the enterprise segment with our global presence. Ericsson and Netwise are already today partners and there are advantages to both parties in taking this next step."

Yngve Andersson, Chairman of the Netwise Board of Directors, says: "Netwise is proud to have received this offer from Ericsson. We see this offer as a confirmation that we, with highly competent employees, have succeeded in developing competitive products and as well as position them in an international market even outside Scandinavia. Through Ericsson, Netwise now has the possibility to reach an international market even faster".

The Offer

For each share of series A and series B respectively in Netwise a cash amount of SEK 60 is offered. For each warrant with respect to shares of series B in Netwise a cash amount of SEK 9.30 is offered.

No commission will be charged in the Offer.

Compared with the average latest share price paid for Netwise's shares of series B at Nya Marknaden during the last ten trading days before announcement of the Offer of SEK 46.51, the Offer represents a premium of 29 per cent. Compared with the closing share price of Netwise's shares of series B the last trading day before the announcement of the Offer, of SEK 49 per share, the Offer represents a premium of 22 per cent.

The total value of the Offer amounts to MSEK 300, based on 4,976,468 outstanding shares.

Neither Ericsson nor its subsidiaries presently hold shares in Netwise.

Ericsson will finance the Offer by available funds.

Ericsson AB (Nasdaq: ERIC)

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