Statement by the Board of Directors of Cardo in relation to the public offer by ASSA ABLOY


Statement by the Board of Directors of Cardo in relation to the public
offer by ASSA ABLOY

The Board of Directors of Cardo unanimously recommends the shareholders
to accept the public offer by ASSA ABLOY 1)

Background

This statement is made by the Board of Directors (the ”Board”) of
Cardo AB (publ) (”Cardo” 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”).

ASSA ABLOY AB (”ASSA ABLOY”) has today, on 13 December 2010, announced a
public offer to the shareholders of Cardo to transfer all of their
shares in Cardo to ASSA ABLOY (the ”Offer”). ASSA ABLOY offers SEK 420
in cash per share in Cardo. The Offer values all outstanding shares in
Cardo to approximately SEK 11.3 billion.  The Offer is conditional only
upon all necessary regulatory, governmental or other similar clearances,
approvals and decisions to consummate the Offer, including approvals and
clearances from competition authorities, being obtained, in each case on
terms which, in ASSA ABLOY's opinion, are acceptable. According to the
indicative timetable set out in the press release through which the
Offer was announced (the ”Offer Press Release”) the acceptance period is
expected to commence on 4 February and end on 25 February 2011.
Settlement is expected to commence on 7 March 2011.

According to the Offer Press Release, the majority of the major
shareholders in Cardo, among others L E Lundbergföretagen AB (publ)
(”L E Lundbergföretagen”), together holding 17,162,400 shares in Cardo,
corresponding to approximately 63.6 per cent of the shares in the
Company, have entered into agreements with ASSA ABLOY to sell their
shares in Cardo to ASSA ABLOY for SEK 420 in cash per share. The sales
are, like the Offer, conditional upon necessary approvals being obtained
from the relevant competition authorities. Due to ASSA ABLOY's above
mentioned agreement with L E Lundbergföretagen, the Chairman of the
Board, Fredrik Lundberg, and board members Ulf Lundahl and Katarina
Martinson have not participated in the Board's handling of or
resolutions regarding the Offer, since they cannot be considered
independent of L E Lundbergföretagen.

For further information about the Offer, reference is made to
ASSA ABLOY's press release which was made public earlier today.

As a part of the Board's evaluation of the Offer, the Board has engaged
Mannheimer Swartling as legal advisor.

The Board's recommendation

The Board's statement is based on an assessment of a number of factors
that the Board has considered relevant to the evaluation of the 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.

The Board has noted that the price per share offered by ASSA ABLOY
represents a significant premium of approximately 57 per cent compared
to Cardo's volume weighted average share price on NASDAQ OMX Stockholm
during the last three months, up to and including 10 December 2010 (i.e.
the last trading day prior to the announcement of the Offer), of
approximately SEK 267 per share. Compared to the closing price on
NASDAQ OMX Stockholm on 10 December 2010 (i.e. the last trading day
prior to the announcement of the Offer) of SEK 283 per share in Cardo,
the Offer represents a premium of approximately 48 per cent. The price
per share of SEK 420 offered by ASSA ABLOY also represents a significant
premium compared to the price of the Cardo share during a longer period
of time than three months prior to the announcement of the Offer.

Under the Takeover Rules, the Board must also set out its views on the
impact the completion of the Offer may have on Cardo, especially
employment, and its views on ASSA ABLOY's strategic plans for Cardo and
the impact these could be expected to have on employment and on Cardo's
business locations. In this respect, the Board notes that ASSA ABLOY has
stated that it anticipates limited effects as a result of completion of
the Offer and ASSA ABLOY's strategic plans for the employees of Cardo
and their terms of employment as well as the Company's operations at
locations where Cardo conducts business. The Board assumes that this
statement is correct and has in relevant respects no reason to have a
different view.

On this basis, the Board of Cardo unanimously recommends the
shareholders of Cardo to accept the Offer.3

Malmö den 13 December 2010

Cardo AB (publ)
The Board of Directors

1) Since the Chairman of the Board, Fredrik Lundberg, and board members
Ulf Lundahl and Katarina Martinson cannot be considered independent of L
E Lundbergföretagen, they have not participated in the Board's handling
of or resolutions regarding the Offer.

2) Based on 27,000,000 outstanding shares, which is the total number of
outstanding shares in Cardo.

3) Please see note 1.

Cardo AB discloses the information provided herein pursuant to the
Securities Market Act and the Takeover Rules. The information was
submitted for publication on 13 December 2010 at 08:00 AM.

For further information, please contact:
Lennart Nilsson, Vice Chairman Cardo AB (publ), tel +46 705 12 32 95

Pièces jointes

12132009.pdf