Ratos acquires the Remius family's shares in HL Display and announces a public offer to all other shareholders

2010-06-02

This information is disclosed in accordance with the Securities Markets Act and
   NASDAQ OMX Stockholm's rules regarding public offers on the stock market.

This press release may not be distributed, directly or indirectly, in or into,
the United States of America, Australia, Canada, New Zealand, Switzerland, South
Africa or Japan. The Offer is not being made to (and acceptances will not be
accepted from) persons in those countries or elsewhere where their participation
requires further offer documents, filings or other measures in addition to those
required by Swedish law.
Ratos acquires the Remius family's shares in HL Display and announces a public
offer to all other shareholders
Ratos has entered into an agreement to acquire the Remius family's shares in HL
Display, corresponding to 28.2% of the capital and 59.0% of the votes in the
Company and owns thereafter 57.0% of the capital and 79.1% of the votes in HL
Display. Consequently, Ratos hereby announces an offer to the shareholders in HL
Display to tender all their outstanding shares in HL Display to Ratos for SEK
49 per share. The Offer complies with the requirements of mandatory offers. The
class B shares in HL Display are listed on NASDAQ OMX Stockholm, Small Cap.
Ratos AB ("Ratos") has entered into an agreement regarding acquisition of shares
in HL Display AB (publ) ("HL Display" or the "Company") from the Remius family
through the companies Kaatach AB and Tila Balgioni Investments Ltd. The
acquisition includes all shares in HL Display owned by the Remius family,
corresponding to 28.2% of the capital and 59.0% of the votes (the
"Acquisition"). The total consideration (purchase price) in the Acquisition
amounts to approximately SEK 428m. Upon completion of the Acquisition, which
will occur as soon as clearance from relevant competition authorities has been
received, Ratos's ownership will amount to 57.0% of the capital and 79.1% of the
votes in HL Display, which will trigger an obligation to make a mandatory offer.
As a consequence, Ratos hereby announces an offer to the shareholders in HL
Display to tender all their outstanding shares in HL Display to Ratos for SEK
49 per share (the "Offer"). As Ratos through the Acquisition will become the
owner of all class A shares issued by the Company, the Offer is made only for
the Company's class B shares. The Offer complies with the mandatory bid rules of
NASDAQ OMX Stockholm's rules concerning public takeover bids on the stock market
(the "Takeover Rules"), and will therefore be completed irrespective of
acceptance level.
- HL Display is a company with a unique position in a growing industry and with
a continued exciting expansion potential. HL Display is above all an example of
a company that can create its own market growth. After nearly ten years as an
active owner we obviously know the Company well, and we are very pleased to be
able to increase our ownership and commitment in HL Display, comments Arne
Karlsson, CEO of Ratos.
- My family and I have been owners in HL Display for many years and have
developed the company into the leading European in-store communication company.
We have considered our long term commitment to HL Display for some time and when
we were offered a price for the shares that we are satisfied with, it was the
right time to sell. Following many years of good cooperation with Ratos, we are
certain that HL Display is transferred to an owner that will continue to build
on our life's work, comments Anders Remius, Chairman and largest shareholder in
HL Display.

                              Summary of the Offer
  * Ratos offers SEK 49 in cash for each share in HL Display.[1]
  * The Offer represents a premium of 36% compared to the closing price on
    NASDAQ OMX Stockholm on 1 June 2010, i.e. the last trading day prior to the
    announcement of the Offer, and a premium of 38% compared to the
    volume-weighted average price on NASDAQ OMX Stockholm during the last 30
    trading days prior to announcement of the Offer.
  * Ratos is today the second largest owner in HL Display with 28.8% of the
    capital and 20.1% of the votes. Upon completion of the Acquisition of the
    Remius family's shares, Ratos's ownership will be 57.0% of the capital and
    79.1% of the votes in HL Display.
  * The Offer will be financed through cash and cash equivalents and credit
    facilities within Ratos.
  * Completion of the Offer is only conditional upon regulatory approval.
  * The acceptance period for the Offer is expected to commence on 23 June 2010
    and end on 13 August 2010. Settlement is expected to take place on 20 August
    2010.

            Background and reasons for the Acquisition and the Offer
HL Display is a leading European supplier of products and solutions for in-store
communication and merchandising with 1,100 employees in 33 countries and
distributors in a further 13 countries. The Company's main market is Europe, but
it is also present in Asia and USA. In 2009 HL Display reported revenues of
SEK 1,360m and operating profit (EBITA) of SEK 86m. HL Display was founded in
1954 and is listed on NASDAQ OMX Stockholm, Small Cap.
HL Display has during the last 25 years developed from a Swedish niche company
with shelf-edge strips as its main product into an international company with a
broad product portfolio in the area of in-store communication and merchandising.
Growth has primarily been organic, complemented with certain strategic
acquisitions. HL Display's largest acquisition to date, the British company PPE,
was completed in 2009, which strengthened the Company's offering to the
important brand manufacturers' segment as well as its position on the UK market.
The development of HL Display has been weak for the last 18 months as a
consequence of the recession, at the same time as the Company completed several
measures to strengthen the competitive situation and improve profitability.
Ratos supports the Company's current strategy and focus and intends to actively
assist the management team to drive growth and development.
Ratos supports HL Display's management team and all other employees and does not
foresee any major changes following completion of the Offer regarding the
employees of HL Display, including employment conditions and employment at the
locations where the Company conducts business. There are no plans to carry out
any significant changes to the strategy for HL Display.
Ratos has been a minority owner in HL Display since 2001 when the shares in HL
Display represented a part of the acquisition of Atle. Ratos has for some time
wished to increase its ownership and has now reached an agreement with the
single largest shareholder in HL Display, the Remius family, to acquire their
shares. The Acquisition includes all shares in HL Display owned by the Remius
family through companies, which represent 28.2% of the capital and 59.0% of the
votes. Before the acquisition, Ratos owned 436,864 class A shares and 8,463,416
class B shares, representing 28.8% of the capital and 20.1% of the votes. Upon
completion of the Acquisition Ratos ownership will be 3,652,096 class A shares
and 13,982,048 class B shares, corresponding to 57.0% of the capital and 79.1%
of the votes in HL Display. Ratos will thereby own more than 30% of the votes in
HL Display, which triggers an obligation to make a mandatory offer. The Offer
therefore complies with the requirements for mandatory bids set out in the
Takeover Rules.
Payment in the Acquisition will be 90% cash and 10% newly issued shares in Ratos
and the same price is paid for both class A and class B shares. The Remius
family through companies receives approximately SEK 385m in cash and 217 556
newly issued Ratos shares. The total consideration (purchase price) in the
Acquisition amounts to approximately SEK 428m. The volume-weighted average price
of the Ratos share on 1 June 2010 (i.e. the last trading day prior to
announcement of the Offer) has been used to determine the Offer consideration
(please see Statement from the Swedish Securities Council below). On the basis
of this price of SEK 196.71 per Ratos share, the Offer consideration of SEK 49
per HL Display share corresponds to the consideration per HL Display share
agreed between Ratos and the Remius family for the purposes of the Acquisition.
The shares in Ratos will be issued through the exercise of the authorisation to
issue new shares granted to the Ratos Board of Directors at the Ratos Annual
General Meeting on 15 April 2010. Payment in cash and newly issued shares in
Ratos to the Remius family through companies will be made as soon as the
Acquisition has received clearance from relevant competition authorities,
however not later than on 22 July 2010.

                                   The Offer
For every share in HL Display, Ratos offers SEK 49 in cash.[2] No commission
will be charged in connection with the Offer.
The Offer represents a premium of 36% compared to the closing price on NASDAQ
OMX Stockholm on 1 June 2010, i.e. the last trading day prior to the
announcement of the Offer, and a premium of 38% compared to the volume-weighted
average price on NASDAQ OMX Stockholm during the last 30 rading days prior to
announcement of the Offer.
The total value of the Offer for all shares in HL Display is SEK 1,516m. The
value of the Offer excluding the shares in HL Display held by Ratos and the
Acquisition is approximately SEK 652m.
As Ratos through the Acquisition will become the owner of all class A shares
issued by the Company, the Offer is made only for the class B shares of the
Company. Furthermore, in accordance with a dispensation granted by the Swedish
Securities Council, the Offer is not being made for warrants issued by the
company (please see Statement from the Swedish Securities Council below).

                       Terms and conditions of the Offer
Completion of the Offer is only conditional upon the receipt of all regulatory,
governmental or similar clearances, approvals and decisions, including from
competition authorities, required for the Offer and the Acquisition of HL
Display.
Ratos reserves the right to withdraw the Offer in the event that it is clear
that the above condition is not fulfilled or cannot be fulfilled. Such
withdrawal will only be made provided that the non-fulfilment of such condition
is of material importance for Ratos's acquisition of the shares in HL Display.
Ratos reserves the right to waive the condition above.

    Statement from the Swedish Securities Council (sw. Aktiemarknadsnämnden)
In accordance with a statement by the Swedish Securities Council (AMN 2010:22),
the consideration in the Offer is in cash only. In accordance with the
statement, the volume-weighted average price of the Ratos share on 1 June 2010
has been used to determine the cash consideration of the Offer. Furthermore, the
Swedish Securities Council has approved that the Offer does not include any
warrants issued by HL Display and that the Offer is not directed to shareholders
in the United States of America, Australia, Canada, New Zealand, Switzerland,
South Africa or Japan. As regards the options issued by HL Display, Ratos
intends to find a solution in cooperation with HL Display and the option holders
to ensure that the holders of the options receive a fair and equal treatment.
For the statement from the Swedish Securities Council in its entirety, see
www.aktiemarknadsnamnden.se <http://www.aktiemarknadsnamnden.se>.

               Participation in the Offer by members of the Board
Susanna Campbell who is an employee of Ratos and Stig Karlsson who is associated
with Ratos are members of the Board of HL Display and are considered to
participate on Ratos's side in the Offer. Stig Karlsson and Susanna Campbell
have not participated, and will not participate, in HL Display Board of
Directors' evaluation of or resolutions concerning the Offer. On this basis,
Ratos applies section III in the Takeover Rules for the purposes of the Offer
and assumes that the independent Board members of HL Display, in accordance with
the Takeover Rules, will obtain and make public a fairness opinion regarding the
shares in HL Display from independent expertise by no later than two weeks prior
to the expiry of the acceptance period. Also, Anders Remius has not
participated, and will not participate, in HL Display Board of Directors'
evaluation of or resolutions concerning the Offer.

                             Financial information
The consolidated book value of Ratos's shares in HL Display was as of 31 March
2010 SEK 301m and is estimated to increase to SEK 864m as a consequence of the
Acquisition. Assuming full participation in the Offer, the consolidated book
value is estimated to increase to SEK 1,516m. As a result of a revaluation of
Ratos's ownership prior to the Acquisition (28.8%), there will be a positive
effect on Ratos's earnings of an estimated SEK 135m based on the consolidated
book value 31 March 2010.

              Description of Ratos and the financing of the Offer
Ratos is a listed private equity company. The business concept is to maximise
shareholder value over time by investing in, developing and divesting primarily
unlisted companies. Ratos offers investors a unique investment opportunity.
Ratos's equity amounts to approximately SEK 15 billion and market capitalisation
is approximately SEK 32 billion. Ratos's holdings include AH Industries,
Anticimex, Arcus Gruppen, Bisnode, Camfil, Contex, DIAB, EuroMaint, GS-Hydro,
Hafa Bathroom Group, Haglöfs, HL Display, Inwido, Jøtul, Lindab, MCC, Medisize,
SB Seating, Superfos and Other holdings. Ratos's corporate identification number
is 556008-3585 with registered office in Stockholm and its address is Box 1661,
SE-111 96 Stockholm, Sweden. For further information about Ratos, see
www.ratos.se <http://www.ratos.se/>.

The Offer will be financed through existing cash and cash equivalents and credit
facilities within Ratos.

                              Indicative timetable
Estimated date for offer document to be made       21 June 2010
public:
Estimated acceptance period:                       23 June 2010 - 13 August 2010
Expected settlement day:                           20 August 2010 [3]

Ratos reserves the right to extend the acceptance period of the Offer and at the
same time prescribe that the condition above shall apply during such extended
acceptance period as well as to postpone the settlement. Any extension of the
acceptance period will not delay settlement in respect of shareholders that have
already accepted the Offer during the course of the acceptance period, provided
that Ratos prior to that has received the necessary regulatory clearances in
accordance with the condition for completion of the Offer.
Ratos will announce a potential extension of the acceptance period for the Offer
and/or delay of the settlement day through a press release in accordance with
applicable laws and regulation.

                       Mandatory redemption and delisting
Should Ratos acquire more than 90% of the shares outstanding in HL Display,
Ratos intends to call for compulsory acquisition of the remaining shares
outstanding in HL Display in accordance with the Swedish Companies Act
(2005:551) and act to have the HL Display's shares de-listed from NASDAQ OMX
Stockholm.

                          Applicable law and disputes
The Offer is subject to the Takeover Rules and the Swedish Securities Council's
statements regarding interpretation and application of the Takeover Rules.
Furthermore, Ratos has, in accordance with the Act Concerning Public Takeover
Bids in the Stock Market, on 26 May 2010 committed to NASDAQ OMX Stockholm to
comply with the aforementioned rules and statements and to submit to any
sanctions that NASDAQ OMX Stockholm may impose in the event of a breach of the
Takeover Rules.
The Offer is governed by Swedish law. The courts of Sweden shall have exclusive
jurisdiction over any disputes arising out of or in connection with the Offer
and the Stockholm District Court shall be the court of first instance.

                                    Advisors
ABG Sundal Collier is financial advisor and Mannheimer Swartling Advokatbyrå is
legal advisor to Ratos.

Stockholm 2 June 2010
Ratos AB
The Board of Directors

For further information, please contact:
Arne Karlsson, CEO Ratos, +46 8 700 17 00
Emma Rheborg, Head of Corporate Communications and IR Ratos, +46 8 700 17 20

[1] If HL Display pays dividends or executes any other value transfer to the
shareholders, for which the record date occurs before settlement of the Offer,
the consideration of the Offer will be reduced accordingly.
[2] If HL Display pays dividends or executes any other value transfer to the
shareholders, for which the record date occurs before settlement of the Offer,
the consideration of the Offer will be reduced accordingly.
[3] Settlement will however not commence until Ratos has received all regulatory
clearances necessary to complete the Offer.

The information was submitted for publication at 08.00 CET on 2 June 2010.


Financial calendar from Ratos:
Interim Report January - June 2010      20 August 2010
Interim Report January - September 2010 4 November 2010


Ratos is a listed private equity company. The business concept is to maximise
shareholder value over time by investing in, developing and divesting primarily
unlisted companies. Ratos offers investors a unique investment opportunity.
Ratos's equity is approximately SEK 15 billion and has a market capitalisation
of approximately SEK 32 billion. Ratos's holdings include AH Industries,
Anticimex, Arcus Gruppen, Bisnode, Camfil, Contex, DIAB, EuroMaint, GS-Hydro,
Hafa Bathroom Group, Haglöfs, HL Display, Inwido, Jøtul, Lindab, MCC, Medisize,
SB Seating, Superfos and Other holdings