2022 no. 8 - Ahlsell to acquire 75.49% of the shares in Sanistål by conditional share purchase agreements with major shareholders and make a voluntary, recommended offer to the minority shareholders of Sanistål - Seite 2

Ahlsell has indicated to Sanistål that it will seek to de-list the Company's shares from Nasdaq Copenhagen following completion of the Offer.

Background and Board recommendation

In spring 2022, the Board of Directors of Sanistål received an unsolicited approach from a potential buyer, and subsequently decided to initiate an analysis of the Company’s strategic opportunities with the assistance of Danske Bank, Corporate Finance. During the analysing phase, the Company was in contact with other potential bidders to gauge interest in the market, and it also considered continuing Sanistål as a listed company with a different ownership structure.

On the basis of the analysis, the Board of Directors finds that the Offer from Ahlsell is the most attractive solution for the Company, its shareholders and other stakeholders. The Board of Directors of Sanistål has therefore unanimously decided to recommend all other shareholders than the Major Shareholders to accept the Offer when submitted. All four members of the Board of Directors elected by the general meeting of the shareholders are independent pursuant to the definitions of the Danish Committee on Corporate Governance. Further, the Board of Directors consists of two employee representatives. 

In particular, the Board of Directors has based its decision on the fact that the minority shareholders are offered a higher price than the Major Shareholders and that the Offer to the minority shareholders entails a price premium consistent with market standards: 

• a premium of 23.31% relative to the average share price of DKK 68.93 yesterday, 23 May 2022
• a premium of 21.26% relative to the volume-weighted, average share price of DKK 70.10 during the past month
• a premium of 23.86% relative to the volume-weighted, average share price of DKK 68.63 during the past three months

In order to assist its assessment of the Offer and decision to recommend the Offer when submitted, the Board of Directors of Sanistål has obtained an independent fairness opinion from HCN Partners. The fairness opinion concludes that the cash offer price  of DKK 85 per share to the minority shareholders is fair from a financial perspective.