This press release may not be distributed or published in the USA, Australia, Japan, Canada, New Zealand or in any other country where distribution or publication requires additional registering or other measures over and above those stated under Swedish or Norwegian law. Yesterday evening, the Boards of PSI Group ASA ("PSI") and CashGuard AB (publ) ("CashGuard") entered into a merger agreement between the companies, in which it is proposed that PSI be the acquiring company. The ratios between the companies are agreed at 53 per cent for CashGuard and 47 per cent for PSI. Provided that the Extraordinary General Meetings of both companies approve the proposed merger, a new company will be created with a leading sales and market position, combined with leading technology within retail and secure cash handling. The Boards of PSI and CashGuard entered into a merger agreement on Tuesday evening, following each company's completion of a limited due diligence process and negotiations between the two parties. The largest shareholders in each company support the merger, in which it is proposed that PSI Group ASA be the acquiring company. The new company will have its primary listing in Norway, and will apply for secondary listing in Sweden concurrent with the completion of the merger. It is proposed that the company be called PSI Group ASA. The new company will retain and further develop the strong existing brands. In connection with the merger, existing CashGuard operations will be transferred to a new company with the same name. The new company will be a fully-owned subsidiary of PSI, in the same way that SQS AB is. PSI currently has 12,044,090 shares outstanding, of which 39,267 are own shares, with a par value of NOK 0.62. CashGuard currently has 99,205,633 shares outstanding (of which 1,000,000 are Series A shares and 98,205,633 Series B shares), each with a par value of SEK 0.08. The proposed terms of exchange of 53 per cent for CashGuard and 47 per cent for PSI mean that 73,320 CashGuard Series B shares will give 1 PSI share, and 69,829 CashGuard Series A shares will give 1 PSI share (inversely, 1 CashGuard Series B share will give 0.136389 PSI shares and 1 CashGuard Series A share will give 0.143208 PSI shares). The shares that are submitted as payment will be issued in the form of an increase in the share capital in PSI, which will accrue entirely to CashGuard's shareholders. The Boards of both companies considered several factors when establishing the terms of exchange, in particular the companies' share prices during the period preceding the decision to enter into a merger agreement. PSI currently owns 500,000 Series A shares and 24,355,368 Series B shares, corresponding to 25.05 percent and 27.13 percent respectively of the share capital and voting rights in CashGuard. According to the merger agreement, these shares will not be replaced with shares in PSI. PSI will thus issue a minimum of 10,133,930 and a maximum of 10,143,930 shares to CashGuard's shareholders in connection with the merger. The exact number of shares issued is dependent on the rounding out that will occur in connection with the issue of shares with the purpose of distributing the entire quantity of PSI shares to CashGuard's shareholders. The merged company will have around 390 employees with estimated pro forma sales for 2007 of around MNOK 660 and EBITDA of around MNOK 60, MNOK 16 before nonrecurring items. Shareholders' equity in the merged company is estimated to be approximately MNOK 450. It is proposed that the company's head offices be based in Norway, and PSI's Group CEO, Jørgen Waaler, has been put forward as the Group CEO of the new company. It is proposed that Agne Pettersson, CashGuard's CEO, have responsibility for sales and distribution outside Scandinavia. The merged company is expected to provide annual synergies of MNOK 10-20."This move will create a new company with leading technology, as well as a strong sales and distribution organisation. The merged company will be of a size and financial strength that will create substance and credibility for major international customers. This merger will enable us to create a company that has all the right conditions for becoming one of the most interesting technology companies in Scandinavia. At the same time it will create significant added value, and the new company will be well-equipped for achieving both profitable growth as well as international expansion, which will benefit shareholders, customers and employees," says Leif Flemming Bakke, Chairman of the Board of PSI and proposed Chairman of the Board of the new company. The Boards of both companies will now jointly develop a merger plan, which will be presented for approval at the companies' Extraordinary General Meetings, to be held at the beginning of June, 2008. An information document with more details on the merged company will be compiled in accordance with the legal requirements pertaining to stock market and securities regulations, and will be published and made available ahead of the Extraordinary General Meeting. The merger is expected to be completed by the end of August 2008, after the time limit for notice to the companies' creditors has expired, and CashGuard's shareholders will then obtain the PSI shares without further measures. In addition to approval by the Extraordinary General Meeting of each company, the merger is also conditional upon the approval of the relevant competition authorities, as well as PSI's approval for secondary listing in Sweden. According to the merger agreement, it is proposed that the Board of the merged company consist of five members. Leif Flemming Bakke is proposed as Chairman of the Board of the new company. Erik Pinnås, Bente Holm Mejdell, Mats-Olof Ljungkvist and Annika Sten Pärson have been put forward as members of the Board. The merger has the support of PSI's shareholders, who represent 41 percent of the votes and capital, as well as CashGuard's shareholders, who represent 53 percent of the votes and 48 percent of the capital."As a CashGuard shareholder, we at Västra Hamnen Fonder regard the proposed merger as a rational move, both from an industrial as well as a financial perspective, and we therefore offer our full support for the proposal. We believe that a joint organisation will find it easier to highlight the values that we believe exist, and create a structure that will enable a stronger international establishment. We feel that this will be of benefit to the shareholders of both companies," says Oscar Ahlgren at Västra Hamnen Fonder, CashGuard's third largest shareholder."After a successful and close cooperation between PSI and CashGuard, lasting almost ten years, this merger will help bring out new potential, to the benefit of the shareholders of both companies. The shareholders will gain a stake in a new company with industrial might, while new commercial opportunities will emerge. The merger has the support of the largest shareholders of both companies, who appreciate the added value that will be created. It's very pleasing to be able to present this decision after many years of focused efforts to create value for the shareholders," says Erik Pinnås, principal owner and founder of PSI. A perfect cooperation"This is a perfect match between two parties, which will boost an already profitable business. The companies' leading positions within technology and on the market are a unique combination. Both companies have also had aggressive plans for growth and internationalisation. Building on the best aspects in both companies will free up significant resources and create added value via useful cost synergies and an increased earnings potential. Now we can grow and invest internationally together, with a strong domestic market and profitable operations as our springboard," says Jørgen Waaler, PSI's Group CEO and proposed Group CEO for the new company."With leading technology for secure and closed cash handling, combined with PSI's strengths in relation to sales, distribution and service, this merger will create the ideal conditions for international success with an underlying profitability, as well as the perfect environment for creating significant shareholder value," says Mats-Olof Ljungkvist, Member of the Board of CashGuard. Press conference at 2.00 pm, April 16, 2008 There will also be a joint press conference for the new company, with the management and boards of both PSI and CashGuard, at the Hotel Continental in Oslo at 2.00 pm today. Press and analysts, shareholders and other interested parties are welcome to attend. The conference will also be broadcast live via webcast, which will be available on both PSI's and CashGuard's websites (www.psi.no and www.cashguard.se). There will be opportunities to put questions to the participants, both for those attending the press conference in person and for those following it via webcast. Further information on both companies, their businesses and mutual relationship is available on the companies' websites (www.psi.no and www.cashguard.se). ABG Sundal Collier has assisted CashGuard and Handelsbanken has assisted PSI in connection with the merger. For further information, please contact: Leif Flemming Bakke Chairman of the Board of PSI Group ASA Tel: +47 907 22 200 Mats-Olof Ljungkvist Member of the Board of CashGuard AB Tel: +46 7 088 69 013 PSI Group in brief PSI is Scandinavia's leading supplier of advanced IT solutions for retail, which manage, distribute and safeguard cash and make the process of managing prices, goods and consumer information more efficient. The PSI Group's head offices are based in Raelingen and the Group employs approximately 210 people in Norway and Sweden, with sales of around MNOK 461 in 2007. The company is listed on the Oslo Stock Exchange and has been the largest shareholder in CashGuard AB for some time. For further information, visit www.psi.no. CashGuard AB (publ) in brief CashGuard develops and sells products and services for closed cash handling and cash logistics. Via direct sales and distribution partners, the Company focuses on retail companies, post offices and banks, as well as on security companies. The CashGuard Group has approximately 180 employees and in 2007, sales amounted to around MSEK 387. The CashGuard share is listed on the Stockholm Stock Exchange (OMX). For further information, visit www.cashguard.se.
Merger between PSI and CashGuard creates leading international technology company
| Quelle: Cash Guard AB