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Fujitsu Services Makes Recommended Cash Offer for Mandator AB (publ)

October 08, 2007

Fujitsu Services Overseas Holdings Limited (“Fujitsu Services”), a company within the Fujitsu Services group, the European-centred IT services arm of Fujitsu Limited, today announced a recommended offer for all the shares in and convertible participation certificates issued by Mandator AB (publ) (“Mandator” or the “Company”) at a price of SEK 3 in cash per share and a price in cash equivalent to nominal value per convertible participation certificate, respectively (the “Offer”).

The Board of Directors of Mandator unanimously recommends the shareholders and holders of convertible participation certificates issued by Mandator to accept the Offer. Shareholders representing 28.5 per cent of the share capital and voting rights of Mandator support the Offer as set out below.

  • The Offer price is SEK 3 in cash for each share in Mandator
  • The Offer represents a premium of 30 per cent compared to the volume weighted average price of the Mandator share during 10 trading days prior to the announcement of the Offer
  • Further, Fujitsu Services offers a price in cash equivalent to nominal value for each convertible participation certificate issued by Mandator
  • The total value of the Offer amounts to approximately SEK 508 million
  • The Board of Directors of Mandator unanimously recommends the shareholders and holders of convertible participation certificates issued by Mandator to accept the Offer
  • Shareholders representing 28.5 per cent of the share capital and voting rights of Mandator support the Offer as set out below
  • The acceptance period in the Offer is expected to commence on 11 October 2007 and end on 31 October 2007. Settlement will commence as soon as possible thereafter
  • A press conference will be held at Berns Salonger, in Stockholm, today at 11.00 (CET)

This summary should be read in conjunction with the full text of this press announcement.

Background and Reasons for the Offer

Headquartered in London, the group of companies owned by Fujitsu Services’ parent company Fujitsu Services Holdings PLC (the "Fujitsu Services group") is the European-centred IT services arm of Fujitsu Limited. Fujitsu is a leading provider of IT systems and services for the global marketplace. The Fujitsu Services group is one of the leading IT services providers in Europe, the Middle East and Africa. It designs, builds and operates IT systems and services for customers in the financial services, telecom, retail, utilities and public sectors. Its core strength is the delivery of IT infrastructure management and outsourcing across desktop, networking and data centre environments. This is coupled with a broad-based offering of related services extending from consultancy services within infrastructure to integration and deployment.

Mandator’s businesses represent an attractive complement to the products and services offered within Fujitsu Services and the combination of the two organisations will provide further opportunities for growth in revenue and profitability in the Nordic and Baltic regions. Specifically, the combination of the businesses will lead to the following:

  • Mandator will benefit from Fujitsu Services’ established international platform, complementary product and service offering and strong customer relationships with key Nordic and Baltic companies
  • Fujitsu Services' customers will benefit from Mandator’s deep industry knowledge and experience of combining technical expertise with business know-how
  • The availability of extended product and service offerings to both businesses, allowing customers to purchase the full range of services needed from one single supplier
  • Customers will gain access to a global network of delivery platforms and reusable solutions to help them improve productivity and drive down costs
  • Scale in operations, creating a top 6 IT services supplier in Sweden, which will enable significant growth in revenues and profitability

Mandator’s business will be integrated with that of Fujitsu Services. Fujitsu Services intends to leverage the existing customer base of the two companies through the complementary product and service offering, which provides the opportunity to further extend the range of services currently provided to the existing customer base and strengthen customer relationships.

Mike Stares, Managing Director of Nordic operations, Fujitsu Services, said, “The combined organisation will provide end-to-end support across the complete customer environment. Mandator’s offering of application services, systems integration, project management and consulting is complementary to the strong infrastructure and outsourcing services offered by Fujitsu. The combination of Fujitsu and Mandator will form a top 6 IT services company in Sweden with a full range of offerings, a broad base of customers and excellent career opportunities for the people in both companies”.

The management and employees of Mandator will continue to play an instrumental role in the success of a future combined business. After completion of the Offer, Fujitsu Services will work in conjunction with management and employees to enhance future organic growth. At present, Fujitsu Services expects that the Offer will not have any significant effect on the employment terms of Fujitsu Services’ or Mandator’s employees and corporate management, or employment at those sites where the companies conduct business.

The Offer

Fujitsu Services offers SEK 3 in cash for each share in Mandator. The offer price is subject to adjustment should Mandator pay any dividend or make any other value transfer prior to the settlement of the Offer and will accordingly be reduced by the amount per share of any such dividend or value transfer. No commission will be charged. Mandator’s shares are listed on the OMX Nordic Exchange Stockholm AB (“OMX Nordic Exchange Stockholm”), Small Cap.

  • a premium of 28 per cent compared to the closing price of SEK 2.35 for the Mandator share on 5 October 2007, being the last trading day before the announcement of the Offer;
  • a premium of 30 per cent compared to the volume weighted average price of SEK 2.30 for the Mandator share during the 10 trading days preceding the announcement of the Offer (24 September 2007 – 5 October 2007); and
  • a premium of 30 per cent compared to the volume weighted average price of SEK 2.30 for the Mandator share during the 30 trading days preceding the announcement of the Offer (27 August 2007 – 5 October, 2007).

Furthermore, Fujitsu Services offers a price in cash equivalent to nominal value per convertible participation certificate of both series of outstanding convertible participation certificates issued by Mandator. The total value of the Offer amounts to approximately SEK 508 million.1

The Offer will be financed by cash funds contributed by Fujitsu Services’ parent company Fujitsu Services Holdings PLC. Fujitsu Services Holdings PLC has committed to provide such financing without any conditions for availability or drawdown.

Fujitsu Services does not currently hold any shares or convertible participation certificates in the Company.

Undertakings and Declarations of Intent to Accept the Offer

Shareholders representing in aggregate 28.5 per cent of the share capital and voting rights of Mandator support the Offer. Traction AB, Norgesveijen Ventures AS and DnB NOR Bank ASA, who together, directly and indirectly, hold 36,598,778 shares, representing approximately 21.6 per cent of the share capital and voting rights in Mandator, have irrevocably committed to accept the Offer. These irrevocable commitments are conditional upon no other party announcing an offer to acquire all the shares in the Company, or a significant part of its assets, at a price which exceeds the price in the Offer and Fujitsu Services deciding not to match the competing offer (i.e. to offer a price equal to or exceeding the price in the competing offer) within seven days from the announcement of the competing offer. In addition, Livförsäkringsaktiebolaget Skandia, who, directly and indirectly, holds 11,698,638 shares, representing approximately 6.9 per cent of the share capital and voting rights in Mandator, has declared its intention to accept the Offer.

Recommendation by the Board of Directors of Mandator

Pursuant to a separate press release issued today, the Board of Directors of Mandator unanimously recommends the shareholders and holders of convertible participation certificates issued by Mandator to accept the Offer.

Completion of the Offer is conditional upon the fulfilment of the following conditions:

  1. that the Offer is accepted to the extent that Fujitsu Services becomes the owner of more than 90 per cent of the total number of shares in Mandator on a fully diluted basis;
  2. that no other party announces an offer to acquire shares in Mandator on terms which are more favourable than the terms of the Offer for the holders of shares or convertible participation certificates in Mandator;
  3. that, with respect to the Offer and the acquisition of Mandator, all necessary regulatory, governmental or similar clearances, approvals and decisions from relevant authorities and bodies in Sweden and elsewhere have been received, in each case on terms which, in Fujitsu Services’ opinion, are acceptable;
  4. that, save as publicly announced by Mandator prior to the date the Offer was announced or as otherwise disclosed in writing to Fujitsu Services prior to that date, Fujitsu Services does not discover that any information publicly disclosed by Mandator or otherwise made available to Fujitsu Services is materially inaccurate or misleading or that any material information which should have been publicly disclosed by Mandator has not been so disclosed or otherwise disclosed in writing to Fujitsu Services prior to the date the Offer was announced;
  5. that neither the Offer nor the acquisition of Mandator is wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision, authority decision, action by third party or similar circumstance, which is actual or could reasonably be anticipated, outside the control of Fujitsu Services and which Fujitsu Services could not reasonably have known or anticipated at the time of the announcement of the Offer;
  6. that, save as publicly announced by Mandator prior to the date the Offer was announced or as otherwise disclosed in writing to Fujitsu Services prior to that date, there is no event or circumstance and no event or circumstance occurs or becomes known on or after that date, which has or can reasonably be expected to have a material adverse effect upon Mandator’ sales, results, liquidity, equity or assets; and
  7. that Mandator does not take any measures that would or are meant to adversely affect the prerequisites for the Offer or the execution thereof.

Fujitsu Services reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not fulfilled or cannot be fulfilled. However, with regard to conditions 3-7, such withdrawal will only be made provided that the non-fulfilment of such condition is of material importance to Fujitsu Services’ acquisition of the shares in Mandator.

Fujitsu Services reserves the right to waive, in whole or in part, any or all of the conditions above, including, with respect to condition 1 above, to complete the Offer at a lower level of acceptance.

Due Diligence Review

Fujitsu Services has with the consent of Mandator’s Board of Directors conducted a limited due diligence review of certain business, financial and legal information relating to Mandator

Indicative Timetable

The acceptance period for the Offer is expected to commence on 11 October 2007 and end on 31 October 2007. An offer document regarding the Offer is expected to be made public on or around 10 October 2007 and be distributed to the shareholders of Mandator in connection therewith. Settlement will begin as soon as possible thereafter. Fujitsu Services reserves the right to extend the acceptance period as well as to defer the date for settlement.

Compulsory Acquisition and De-listing

As soon as possible following Fujitsu Services’ acquisition of shares representing more than 90 per cent of the shares in Mandator, Fujitsu Services intends to initiate compulsory acquisition of the outstanding minority shares in Mandator and the convertible participation certificates issued by Mandator. In connection herewith, Fujitsu Services intends to promote a de-listing of the Mandator shares from OMX Nordic Exchange Stockholm.

Applicable Law and Disputes etc.

The Offer, as well as the agreements entered into between Fujitsu Services and the shareholders and holders of convertible participation certificates issued by Mandator as a result of the Offer, shall be governed by and construed in accordance with substantive Swedish law. Disputes relating to the Offer shall be subject to the exclusive jurisdiction of the Swedish courts, of which the Stockholm City Court shall be the court of first instance.

Fujitsu Services has, in accordance with the Swedish Act on Public Takeover Offers (Sw. lag om offentliga uppköpserbjudanden på aktiemarknaden, 2006:451), on 5 October, 2007 undertaken to the OMX Nordic Exchange Stockholm, and hereby undertakes to the shareholders and holders of convertible participation certificates issued by Mandator, to comply with the OMX Nordic Exchange Stockholm’s Rules Regarding Takeover Offers (the “Takeover Rules”) and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules, including, where applicable, its rulings with respect to the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee, and to submit to the sanctions which the OMX Nordic Exchange Stockholm may impose in the event of breach of the Takeover Rules. Fujitsu Services has on 5 October 2007 informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) about the above undertaking towards the OMX Nordic Exchange Stockholm.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law or regulation and therefore persons in such jurisdiction into which this announcement is released, published or distributed must inform themselves about and observe such restrictions.

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, any jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other actions in addition to those required under Swedish law.

The Offer is not being made, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or South Africa, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of the United States of America, Australia, Canada, Japan or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, the United States of America, Australia, Canada, Japan or South Africa.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Fujitsu Services and Mandator, including the effect of changes in general economic conditions, the level of interest rates, fluctuations in product demand, competition, technological change, employee relations, planning and property regulations, natural disasters and the potential need for increased capital expenditure (such as that resulting from increased demand, new business opportunities and deployment of new technologies).

Advisers

Fujitsu Services has retained Nordea Corporate Finance as financial adviser, Roschier Advokatbyrå as legal adviser and Brunswick Group as communications advisor in connection with the Offer.

Press Conference

A press conference will be held at Berns Salonger, in Stockholm, today at 11.00 (CET).

Address:
Berns Salonger,
Rektangelsalen
Berzelii Park
Stockholm

Contacts

Fujitsu Services

Mike Stares
Managing Director Nordic & Africa
+44 7867 822 952
mike.stares@uk.fujitsu.com

Tim Hughes
Business Development Director Nordic & Africa
+44 7867 831 226
tim.hughes@uk.fujitsu.com

Brunswick Group

Anders Fogel
+46 8 410 32 181
afogel@brunswickgroup.com



1 Based on 169,172,541 outstanding shares in Mandator

Fujitsu Services in Brief

Fujitsu Services Overseas Holdings Limited is a limited liability company registered in England and Wales with company number 4973132. Its registered office is at 22 Baker Street, London, W1U 3BW. It is a wholly-owned subsidiary of Fujitsu Services Holdings PLC and is the company making the Offer to the shareholders and holders of convertible participation certificates issued by Mandator. Its operations comprise the ownership of subsidiaries with operations outside the UK. Fujitsu Services Holdings PLC has committed to finance the Offer without any conditions for availability or drawdown. Fujitsu Services Holdings PLC, is a limited liability company registered in England and Wales with company number 142200. Its registered office is at 22 Baker Street, London, W1U 3BW. Its operations comprise the ownership of subsidiaries with operations both within the UK and elsewhere. In the financial year ending 31 March 2007, Fujitsu Services Holdings PLC recorded revenues of £2.46 billion (SEK 32.6 billion) and profits of £172 million (SEK 2.3 billion). For further information relating to Fujitsu Services and Fujitsu Services Holdings PLC, visit www.fujitsu.com/uk The Fujitsu Services group is part of the global group of companies operated by Fujitsu Limited. Headquartered in Tokyo, the Fujitsu Limited group employs 161,000 worldwide. In the year to 31 March 2007 it derived profits of €652 million (SEK 6 billion) from revenues of €32.5 billion (SEK 299 billion).

Mandator in Brief

Mandator is an IT consultancy company which provides services within project management, business development, systems development, systems integration and test and validation. The Company had 514 employees at year-end 2006, with operations in Sweden, Denmark, Finland, Estonia and the UK. Mandator's priority sectors are industry, the telecom industry and the public sector, together accounting for approximately 72 per cent of sales in 2006. The Company enjoys a strong position in Sweden and has long established relationships with Swedish municipalities and several top bluechip companies in Sweden. Clients include amongst others Ericsson, Sandvik, Volvo Cars, Volvo Group, Symbian, NCC, Sony Ericsson, Tele2, FMV (Swedish Defence Materiel Administration) and Vägverket (Swedish National Road Administration). In 2006 sales amounted to approximately SEK 493 million and the operating profit to approximately SEK 27 million. The Company was formed in 1982 and its shares are listed on the OMX Nordic Exchange Stockholm, Small Cap. For further information on Mandator, visit www.mandator.com

Date: 08 October, 2007

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