Trelleborg stands firm on its offer to shareholders in Icopal
Trelleborg stands firm on its offer to shareholders in Icopal There are substantial future synergies to be gained through a merger and, as a long-term industrial owner, Trelleborg has the financial strength to increase Icopal's growth. After having evaluated the content of the statement dated May 22, 2000, from the Icopal Board of Directors, Trelleborg's intention is to stand firm on its offer to shareholders in Icopal, as presented on May 5, 2000. Trelleborg has noted with satisfaction that the strategy and conditions now presented by the Icopal Board to its shareholders to a large extent is similar to the premises that Trelleborg has used as a base for its acquisition offer to Icopal's shareholders. The important difference between the wishes expressed by the Icopal Board and Trelleborg's own wishes for Icopal is the rate and extent of the consolidation. Accordingly, in Trelleborg's estimation, the offer it has made remains attractive for both Icopal's shareholders and for the company and its employees. Trelleborg's offer of DKK 380 per share includes an extremely attractive premium in relation to Icopal's historic share price trend. The offer is 29 percent higher than the last paid price on the day before the Trelleborg offer was made and is 56 percent higher than the price on December 31, 1999. The acquisition offer is a cash offer that gives Icopal's shareholders the opportunity to sell a relatively illiquid share at an attractive price. Based on the report from the Icopal Board, the statement that has been made about a "lack of industrial logic," and a description of Trelleborg as a "financial investor," Trelleborg considers it necessary to issue the following clarification: Trelleborg has approximately 12,500 employees at 65 production plants in more than 30 countries throughout the world, in which the Group conducts industrial operations based on a well-defined strategy and with in-depth know-how regarding polymer technology as a common platform. For Icopal, a merger of operations with Trelleborg Building Systems provides a substantial number of positive opportunities. Currently, a global consolidation is taking place in the roofing area, where Icopal has its main operating focus. In this area, size and critical mass will become a decisive competitive factor. Jointly with Trelleborg as owner, Icopal will be given a long-term industrial owner that is focused on becoming a world leader within four selected industrial areas, of which roofing and sealing products are one. In recent years, Trelleborg has shown an average growth of around 25 percent within its industrial operations, as a result of substantial company acquisitions among other factors. Accordingly, Trelleborg has documented experience of integrating acquired operations and intends to continue the growth shown in recent years, with Icopal as a starting point. The primary objective of a merger is thus not to realize short-term cost synergies and rationalization gains, but to utilize the significantly more long-term revenue synergies and industrial combination opportunities that exist between Icopal and Trelleborg Building Systems. This applies in particular to the combination of Trelleborg's in-depth know-how of polymer technology and Icopal's substantial know-how within the asphalt area, which will form an ideal combination with which to meet future demands in the development of new roofing products. Accordingly, the merger will strengthen the position of both operations as an attractive global supplier of roofing and sealing products with an extensive range of products. Trelleborg has the financial strength to continue to increase the rate of Icopal's expansion, particularly in the North American market. Here, Trelleborg already has considerable operating experience, with more than 3,000 employees and a highly efficient distribution network, which with more than 40 sales outlets is the market leader in terms of the sale of industrial supplies. As a global Group, Trelleborg also has a very strong IT platform that is well suited to the handling of activities that are increasingly Internet- based. It is Trelleborg's express intention that Icopal's management and employees will form the basis of the business area´s future growth. As a consequence of this, the head office of Trelleborg Building Systems will relocate to Copenhagen in the event of a merger. A merger is not expected to result in a closure or reduction in the number of Icopal's existing production plants. Since the acquisition offer was presented on May 5, 2000, Trelleborg's management has had discussions with shareholders representing more than 50 percent of the share capital in Icopal. All of these discussions have been held in a positive and constructive spirit, during which the shareholders have expressed their satisfaction with the opportunity to consider the sale of a relatively illiquid share. Furthermore, in Trelleborg's opinion the industrial merger opportunities between Trelleborg and Icopal have been accepted favorably. Trelleborg's offer to acquire all of the shares in Icopal expires on June 7, 2000. For complete details of the offer, please refer to the complete offer prospectus presented on May 5, 2000, which is available on the Trelleborg website; www.trelleborg.com For further information, please contact Trelleborg AB's Executive Vice President Hans Porat, or Senior Vice President Corporate Communications Mikael Byström, telephone: +46 410 670 00 (mobile: 0708-552169). ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/05/22/20000522BIT00920/bit0001.doc http://www.bit.se/bitonline/2000/05/22/20000522BIT00920/bit0002.pdf