The Board of Directors of a Swedish limited liability company in the process of changing its name to SAS AB (publ) ("SAS AB") today (May 8) decided to make three parallel public offers to the shareholders in SAS Danmark A/S, SAS Norge ASA and SAS Sverige AB, (together, the "Parent Companies"). For each share in the Parent Companies one newly issued share in SAS AB is being offered ("the Offers"). Brokerage fees will not be charged.
The exchange ratio 1:1 is based on detailed analyses of historical differences in the market values of the Parent Companies as well as the underlying differences in value among the Parent Companies, in which present differences in liquid assets and expected future tax payments were considered. The Boards of Directors of the Parent Companies unanimously recommend that the shareholders in the Parent Companies accept the Offers. The Boards’ assessment is supported by opinions from UBS Warburg Ltd. and Morgan Stanley & Co. Limited.
On April 19, 2001, a new Board of Directors of SAS AB was appointed, with Harald Norvik as Chairman. In addition, the Board comprises Bo Berggren (Vice Chairman), Erik Sørensen (Vice Chairman), Bjørn Eidem, Anders Eldrup and Urban Jansson. It is intended that Ulla Gröntvedt, Ingvar Lilletun and Helmuth Jacobsen are elected to the Board of Directors as employee representatives. Jørgen Lindegaard has been named the President and CEO of SAS AB. Today, Jørgen Lindegaard has also been named the President of each of the Parent Companies.
SAS AB currently neither owns nor controls any of the shares in the Parent Companies.
The Offers in brief
For each share in SAS Danmark A/S ("SAS Danmark"), SAS Norge ASA ("SAS Norge") and SAS Sverige AB ("SAS Sverige") one newly issued share in SAS AB is being offered. SAS AB is a newly created Swedish limited liability company that is currently owned by the Parent Companies.
The Offers are inter alia conditional upon SAS AB implementing each of the Offers to the shareholders in SAS Danmark, SAS Norge and SAS Sverige and the customary 90 percent reservation.
The Boards of Directors of the Parent Companies have unanimously agreed to recommend that the shareholders accept the Offers.
The acceptance period is expected to run from May 28 until June 25, 2001.
The plan is to list the single SAS share on the Copenhagen Stock Exchange, the Main List on the Oslo Stock Exchange as well as the A-list on the Stockholm Stock Exchange.
A prospectus containing complete information on the Offers as well as an acceptance form is expected to be distributed at the end of May 2001.
Background and Rationale
Since 1996 the activities of the Parent Companies consist only in managing their respective shares of the SAS Consortium. However, the legal structure comprises three different companies in the three countries. The companies are listed separately on each its own stock exchange and are each subject to different tax and accounting rules.
In 1999 SAS initiated a discussion with the three states as shareholders in SAS on the need to change SAS’s legal structure for the purpose of creating a single SAS share. On April 20, 2001, the Danish, Norwegian and Swedish governments made proposals to their respective legislatures for permission to participate in implementing a change in SAS’s share structure.
The introduction of a single SAS share is motivated by a number of advantages for SAS and thus for its shareholders:
Better access to the capital market
The adoption of a single share will offer the equity markets one SAS share instead of the three shares listed on three different stock exchanges today. This is expected to create preconditions for higher liquidity and thus more efficient pricing of the share, which better meets the requirements of large institutional investors. In addition, better access to capital markets makes possible a capital structure that can be adapted more easily to SAS’s business activities.