Statement by the Board of Directors of Munters in relation to the public offer by Alfa Laval


The Board of Directors considers the offer by Alfa Laval not to be unfair

Background

This statement is made by the Board of Directors (the "Board") of Munters AB
(publ) ("Munters" or the "Company") pursuant to section II.19 of the rules
concerning public takeover offers on the stock market adopted by NASDAQ OMX
Stockholm (the "Takeover Rules").

On 6 September 2010, Alfa Laval AB (publ) ("Alfa Laval") announced a public
offer to the shareholders of Munters to transfer all of their shares in Munters
to Alfa Laval (the "Offer"). Alfa Laval offers SEK 68 in cash per share in
Munters. The Offer is among other things conditional upon Alfa Laval becoming
the owner of more than 90 per cent of the shares in Munters. Alfa Laval has
reserved its right to waive this and other completion conditions of the Offer.
The Offer is not subject to any financing condition. According to the offer
document disclosed by Alfa Laval on 14 September 2010 (the "Offer Document") the
acceptance period will expire on 8 October 2010.

The two main shareholders of Munters, Investment AB Latour and AB
Industrivärden, who together hold approximately 29.6 per cent of the shares and
voting rights of Munters, have on certain conditions undertaken to accept the
Offer and transfer their shares to Alfa Laval. The director Jan Svensson has not
participated in the Board's handling of or resolutions regarding the Offer,
since he cannot be considered independent of Investment AB Latour.

The board of Munters has, on request by Alfa Laval, allowed Alfa Laval to
conduct a limited confirmatory so-called due diligence investigation prior to
the announcement of the Offer. Alfa Laval has not obtained any non-public price
sensitive information within such due diligence investigation.
As a part of the Board's evaluation of the Offer, the Board has engaged Lazard
as financial advisor and Mannheimer Swartling as legal advisor.

The Board's evaluation

At the beginning of 2010, the Board adopted a strategic decision to investigate
the possibilities to divest division MCS in order to focus on the core business
of Munters within the product divisions Dehumidification and HumiCool.

On 30 June 2010, the Company announced that an agreement to divest division MCS
to Triton had been signed. On 27 August 2010, Munters announced that it had
obtained necessary approval from the relevant competition authorities, on terms
acceptable for the parties, and that the Company had satisfied its obligation to
inform and consult with relevant employee representative bodies in countries
where so required. As a result, the divestment of division MCS will be completed
in accordance with earlier disclosed conditions. The transaction is estimated to
be completed during the third quarter of 2010 and entails that Munters will have
a net cash position of approximately SEK 600 million.

Munters' strategy going forward is to focus on the core business and the
continued development of the strong market position the Company has within its
niches. There is growth potential in several geographies and adjacent product
areas, and the divestment of division MCS reinforces Munters' growth
capabilities, both organically and through acquisitions. After the strategic
decision to divest division MCS, the Company has initiated process for possible
acquisitions.

As previously communicated by Munters through the press release on
8 September 2010, the Company has noticed an increased demand for its products
during the end of the second quarter and during the third quarter 2010, which
has resulted in an increased order intake. Compared to the same month previous
year, the order intake increased by 18 per cent in June, 22 per cent in July and
25 per cent in August 2010.[1] The turn is evident in both product divisions.
Compared to the same month previous year, HumiCool has shown increased order
intake every single month during the past six months up to and including August.
Dehumidification has shown increased order intake during the past three months.
The board of Munters believes that the order intake will positively affect
invoicing and earnings for the current year.

During the last years, Munters has performed a series of actions to make the
business more efficient, which makes Munters well positioned when the business
situation returns to a normal level. The Board therefore believes that Munters
will grow and attain higher earnings when the economic cycle improves, something
which is confirmed by the strong order intake described above. In this respect,
the Board notes that the sales for the two product divisions prior to the
decline in the economic cycle and the financial crisis totaled approximately
SEK 4 billion with operating margins above 11 per cent (including head office
costs).

On this basis, the Board reached the conclusion that contacting other potential
interested parties for Munters would be in the interest of all shareholders.
This has also been done through contacts with possible industrial and financial
parties. However, the period of time available is short and at this point the
Board neither confirm nor deny that any competing offer will materialize.

The board of Munters also believes that there are synergies in a combination of
Munters and another industrial company of scale.

Based on the above, it is the Board's view that Munters' commercial base is
strong and that in the long term there are additional possibilities for
value-creating measures. The Board therefore considers that in the long term,
Munters has substantial potential which, for long term shareholders, may justify
a higher value of the Company than the Offer implies.

However, in the short term the Offer should be considered in relation to now
existing alternatives. The Board concludes in this respect that the price per
share offered by Alfa Laval represents a significant premium of approximately
36 per cent (the corresponding premium adjusted for the net cash position in
Munters after the divestment of the division MCS is approximately 42 per cent)
compared to Munters' volume-weighted average share price on NASDAQ OMX Stockholm
during the latest three months up to and including 3 September 2010 of
approximately SEK 50. Compared to the last closing price of SEK 52.50 per share
on NASDAQ OMX Stockholm on 3 September 2010, being the last trading day prior to
the announcement of the Offer, the Offer represents a premium of approximately
30 per cent (the corresponding premium adjusted for Munters' net cash position
after the divestment of division MCS is approximately 35 per cent).[2] The price
of SEK 68 per share offered by Alfa Laval also represents a premium that is not
insignificant compared to the price of the Munters share during a longer period
of time than three months prior to the announcement of the Offer. However, the
shareholders should note that the price of the Munters share has exceeded the
price of SEK 68 offered by Alfa Laval since the announcement of the Offer.

Under the Takeover Rules, the Board should also present its views on the impact
the completion of the Offer may have on Munters, especially employment, and its
views on Alfa Laval's strategic plans for the Company and the impact these could
be expected to have on employment and on Munters' business location. In this
respect, the Board notes that Alfa Laval has stated that it appreciates the work
that the management and the employees of Munters are performing and also intends
to continue to uphold the excellent relation to the employees within Munters.
Further, the Board has noted that Alfa Laval believes that, in the short term,
the Offer will not result in any substantial change for the management and the
employees (including employment terms) or to the employment on the locations
where Munters operates. The Board assumes that this statement is correct and has
in relevant respects no reason to have a different view.

Based on the above, the Board considers the Offer not to be unfair for the
shareholders of Munters.[3]


                               24 September 2010
                                    Munters
                                   The Board



For further information, please contact:

Anders Ilstam, Chairman of the Board of Directors
Tel: +46 (0)70 630 76 02

Lars Engström, CEO, Member of the Board of Directors
Tel: +46 (0)8 626 63 03

Munters AB discloses the information provided herein pursuant to the Securities
Market Act and the Takeover Rules. The information was submitted for publication
on 24 September 2010 at 08.00AM.



[1] Adjusted for currency effects.
[2] According to the Offer Press Release, the premium adjusted for net cash
means that Munters' expected net cash position of approximately SEK 566 million
(based on the reported net debt as of 30 June 2010 of SEK 734 million and
expected net proceeds of SEK 1,300 million from the divestment of division MCS)
has been subtracted from the total value of the Offer as well as from the
Company's market value, and that the adjusted value of the Offer thereafter has
been divided by Munters' adjusted market value.
[3] The director Jan Svensson has not participated in the Board's handling of or
resolutions regarding the Offer, since he cannot be considered independent of
Investment AB Latour.



This press release is also available on  www.munters.com

Munters is a global leader in energy efficient air treatment solutions and
restoration services based on expertise in humidity and climate control
technologies. Customers are served in a wide range of segments, the most
important being insurance-, utilities-, food-, pharma- and electronics-
industries. Manufacturing and sales are carried out via the Group's own
companies in more than 30 countries. The Group has close to 4,000 employees and
net sales of about SEK 6.5 billion. The Munters share is listed on OMX Nordic
Exchange Stockholm, Mid Cap. For more information see www.munters.com


[HUG#1446574]


Pièces jointes

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