The Independent Committee of the board of directors of Niscayah unanimously recommended last Friday that shareholders do not accept Securitas’ public takeover offer. The board previously made a positive recommendation for Stanley Black & Decker Inc.’s offer.
The Committee’s statement is based on an assessment of a number of factors that the Committee has considered relevant to the evaluation of Securitas’ offer. These factors include, but are not limited to, the company’s present position, the expected future development of the company and thereto related possibilities and risks.
Based on Securitas’ current assessment as set out in the offer document, the Committee stated its opinion that Securitas’ offer will not involve any material change for management and employees (including terms of employment) in the locations where Niscayah conducts business. Whether Securitas’ strategic plans at some point in the future may have effects on the employment or on the locations where the company conducts business cannot be assessed by the Committee at this point in time, stated a press release.
A recommendation made by the Committee to the shareholders in Niscayah on June 27, 2011 to accept Stanley´s offer still holds, and therefore the Committee unanimously recommended that shareholders do not accept Securitas’ offer. The Committee noted that Securitas’ offer with respect to the warrant holders in Niscayah is equal to Stanley’s offer.
Stanley’s offer represents a premium of approximately 16.9 percent compared to the value of Securitas’ offer, based on the closing price of SEK 64.50 for the class B shares in Securitas on NASDAQ OMX on July 28. The Committee noted that Securitas’ current market value needs to increase by approximately SEK 4.0 billion to achieve a value corresponding to Stanley’s Offer. This can be compared to Niscayah’s market value of approximately SEK 4.5 billion based on the closing price on May 13 and approximately SEK 6.5 billion based on the closing price on July 28.