Published: 08:15 21.03.2006 GMT+1 /HUGIN /Source: LB Icon AB - NL /AEX: ICONM /ISIN: SE0000476962
LB Icon and Framfab to merge creating Europe's leading digital group
The Boards of Directors of LB Icon AB ("LB Icon") and Framfab AB ("Framfab") propose that the companies merge. The new company will be the leading European digital design, marketing and communications, branding and technology firm. The two companies have virtually no customer overlap and the combined group will be in a strong position to respond to the clients increasing demand for digital services. With a combined market capitalisation of around SEK 3 billion (EUR 323 ) million, run rate revenues of more than SEK 1.5 billion (EUR 1611 million) and unquestioned industrial and financial logic driving the merger, the combined entity offers an attractive investment case for current and future investors. Moreover, the combined group with over 1,200 employees in 10 countries will offer attractive career opportunities for professionals wanting to develop a career at a truly international company. The intention is that a new name will be chosen for the listed parent company.
- The Boards have unanimously agreed the form of merger in a joint merger plan. The merger will be implemented by Framfab absorbing LB Icon. Each LB Icon share will be exchanged for 50 new shares in Framfab.
- LB Icon's and Framfab's Boards believe that a merger is beneficial for each company and its shareholders. They further believe the exchange ratio is fair and each Board therefore unanimously recommends the merger to the shareholders of each company and urge them to approve the merger plan at Framfab's Extraordinary General Meeting and LB Icon's Annual General Meeting respectively, both expected to be held mid May, 2006.
- The Boards' recommendations are supported by fairness opinions by SEB Enskilda and Handelsbanken Capital Markets.
- The Board of the combined group is proposed to be composed of Mrs. Katarina Bonde, Mr. Michiel Mol, Mr. Fred Mulder, Mr. Robert Pickering and Mr. Sven Skarendahl. Mr. Sven Skarendahl is proposed as Chairman of the new Board.
- The executive management of the combined group will be composed of Mr. Robert Pickering - CEO, Mr. Jan Norman - CFO, Mr. Theo Cordesius - EVP and Mr. Jesper Andersen - EVP. Steve Callaghan will continue to serve as CEO of Framfab until the merger is completed. Additionally he will work with country managing directors to both plan the integration in geographies where both entities are represented and he will facilitate the collaboration of UK/US businesses.
- LB Icon is listed on the O-list of the Stockholm Stock Exchange and on the Euronext in Amsterdam. Framfab is listed on the O-list of the Stockholm Stock Exchange and will seek a Euronext listing. The shares of the merged company will hence be traded on the O-list of the Stockholm Exchange and on the Euronext. Framfab will execute a reverse split at a ratio of 50:1 following the EGM.
LB Icon and Framfab's Boards of Directors and executive management expect to close the merger by the end of July 2006, at the earliest.
Full press release also attached.
For further information, please contact:
Sven Skarendahl, Chairman of Framfab - Tel +44 7712760318
Steve Callaghan, CEO of Framfab - Tel +44 7771 921210
Fred Mulder, Chairman of LB Icon - Tel +31 20 460 29 86
Robert Pickering, CEO of LB Icon - Tel +31 20 460 29 80
Theo Cordesius, COO of LB Icon - Tel +31 20 460 29 86
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