The Board of Rezidor recommends the shareholders not to accept HNA Tourism Group's mandatory offer of SEK 34.86 per share - Seite 3

Additional considerations and risks for the shareholders to consider before taking a decision whether or not to accept

Despite unanimously recommending the shareholders not to accept the Offer, the Board is of the opinion that the uncertainties have increased following HNA Tourism Group's acquisition of the majority of the shares in Rezidor, including:

• HNA Tourism Group does not state any future plans or strategies of the ownership of Rezidor and hence, the Board is not able to fully analyse the Offer's consequences for Rezidor and its other shareholders, particularly in view of HNA Tourism Group's other interests in the hospitality industry.
• Rezidor's ownership structure is already concentrated and the liquidity of the share is currently limited. As a result of the Offer, the liquidity of the Rezidor share may be further reduced and the ownership structure may become more concentrated, which the Board deems would be negative for Rezidor's other shareholders.
• HNA Tourism Group has not made any public statements regarding the future composition of the Board of Directors of Rezidor, including directors independent of HNA Tourism Group. The composition of the Board of Directors will impact the governance of Rezidor, in particular given the comprehensive business arrangements between Rezidor and HNA Tourism Group via Carlson Hotels. 

The Board would also like to draw the shareholders' attention to the following features of the Offer:

• While the acceptance period for the Offer commenced on February 3, 2017 and is expected to end on March 10, 2017, the settlement of the Offer is not expected to commence until April 7, 2017, subject to the conditions for the Offer being fulfilled or waived.
• Accordingly and subject to the conditions for the Offer being fulfilled or waived, settlement is currently expected to occur one month after the expiry of the acceptance period. According to HNA Tourism Group's announcement of the Offer, settlement could be delayed up to nine months.^[3]
• HNA Tourism Group has not proposed any compensation (for example, interest) to the shareholders of Rezidor for such delay.

As regards the regulatory approval process, including the approvals that constitute a condition for the Offer, the Board notes the following statements made by HNA Tourism Group and the Swedish Securities Council in connection with the Swedish Securities Council ruling AMN 2016:27:^[4]