Statement by the Independent Committee of the Board of Directors of Niscayah in relation to Securitas' public takeover offer

Statement by the Independent Committee of the Board of Directors of
Niscayah in relation to Securitas' public takeover offer

 

The Independent Committee of the Board of Directors of Niscayah
unanimously recommends that shareholders do not accept Securitas' public
takeover offer.

Background

This statement is made by the Independent Committee of the Board of
Directors¹ (the "Committee”) of Niscayah Group AB (publ) (“Niscayah” 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”).

Securitas AB (publ) (”Securitas”) on 16 May, 2011 announced, through a
press release, a public takeover offer to the shareholders and warrant
holders of Niscayah to transfer all of their class A and class B shares
and warrants in Niscayah to Securitas for a consideration of one (1) new
class A and class B share, respectively, in Securitas for each 4,19
class A and class B share, respectively, in Niscayah, and SEK 0.05 in
cash per warrant (“Securitas' Offer”).

Stanley Black & Decker, Inc. (”Stanley”) has, through its indirect
wholly-owned subsidiary SBD Holding AB (“SBD Holding”), on 27 June,
2011, announced through a press release a public takeover offer to the
shareholders and warrant holders of Niscayah to transfer all of their
class A and class B shares and warrants in Niscayah to SDB Holding for a
consideration of SEK 18.00 in cash per share and SEK 0.05 in cash per
warrant (“Stanley's Offer”).

On 27 June, 2011, the Committee, through a press release, unanimously
recommended the shareholders and warrant holders in Niscayah to accept
Stanley's Offer.

Stanley's Offer represents a premium of approximately 16.9 percent
compared to the value of Securitas' Offer, based on the closing price of
SEK 64.50 for the class B shares in Securitas on NASDAQ OMX on 28 July,
2011 (being the last trading day prior to the issuance of this press
release). The Committee notes that Securitas' current market value needs
to increase by approximately SEK 4.0 billion to achieve a value
corresponding to Stanley's Offer. This can be compared to Niscayah's
market value of approximately SEK 4.5 billion based on the closing price
on 13 May, 2011 (being the last trading day prior to the announcement of
Securitas' Offer) and approximately SEK 6.5 billion based on the closing
price on 28 July, 2011 (being the last trading day prior to the issuance
of this press release).

According to the press release issued by Stanley on 27 June, 2011, two
significant shareholders in Niscayah, Triton III (Nimble) S.à.r.l. and
Noonday Asset Management LLP, who together hold approximately 19.5
percent of the shares and 13.7 percent of the votes in Niscayah, have
entered into irrevocable undertakings with SBD Holding to accept
Stanley's Offer, provided that no competing public takeover offer is
announced at a price which is at least 7.5 percent higher than Stanley's
Offer. According to Stanley's offer document made public on 22 July,
2011, Stanley has, outside of Stanley's Offer, acquired class B shares
in Niscayah, corresponding to approximately 6.0 percent of the capital
in Niscayah.

As part of the Committee's evaluation of Securitas' Offer, the Committee
has engaged Lazard as financial advisors and Hannes Snellman as legal
advisors. The Committee has also engaged UBS Limited (“UBS”) to issue a
fairness opinion². UBS has on 28 July, 2011 issued a fairness opinion
with respect to Securitas' Offer. UBS' opinion, as outlined in the
attachment to this press release, is that the consideration in
Securitas' Offer is to be considered unfair from a financial point of
view for the shareholders in Niscayah relative to the consideration in
Stanley's Offer.

The Committee's recommendation

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

Based on Securitas' current assessment as set out in the offer document,
the Committee is of the opinion that Securitas' Offer will not involve
any material change for management and employees (including terms of
employment) in the locations where Niscayah conducts business. Whether
Securitas' strategic plans at some point in the future may have effects
on the employment or on the locations where the Company conducts
business cannot be assessed by the Committee at this point in time.

The recommendation made by the Committee to the shareholders in Niscayah
on 27 June, 2011 to accept Stanley´s Offer still holds, and therefore
the Committee unanimously recommends that shareholders do not accept
Securitas' Offer. The Committee notes that Securitas' Offer with respect
to the warrant holders in Niscayah is equal to Stanley's Offer.

______________________

29 July, 2011

Niscayah

The Independent Committee of the Board of Directors of Niscayah

Contact:

Tomas Franzén, Member of the Niscayah Board of Directors
Håkan Kirstein, CEO and Member of the Niscayah Board of Directors
Both can be reached through Johan Andersson Melbi, Niscayah Investor
Relations, +46 (0)10 458 80 23

¹At extraordinary board meetings in May 2011 the board decided to
establish an independent committee, consisting of board members Tomas
Franzén, Eva Lindqvist, and Håkan Kirstein, to take the decisions
necessary due to the current situation and to evaluate Securitas offer
and other potential offers. As a consequence, in the decision not to
recommend Securitas' Offer, and to recommend Stanley's Offer, the four
board members that are connected to the Company's main shareholders
Investment AB Latour, SäkI AB and Melker Schörling AB, have not
participated because of their conflict of interest towards Securitas.
Neither have the two board members representing the employees
participated in this decision as they have decided to allow the
shareholder appointed independent board members to evaluate the offers.

²UBS is acting exclusively for the Company and no one else in connection
with Securitas' Offer and will not regard any other person (whether or
not a recipient of this document) as its client in relation to
Securitas' Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of UBS, or for
providing advice in relation to Securitas' Offer or any transaction or
arrangement referred to in this document.

Niscayah Group AB (publ) is a world leading security company specialized
in technical security services and solutions for customers with high
security demands such as bank and post, retail, utilities, transport and
logistics and gas stations. Niscayah has approximately 5,100 employees
and is present in 14 countries in Europe as well as in USA. Niscayah is
a publicly listed company on the OMX Nasdaq stock exchange in Stockholm,
Sweden.

Niscayah Group AB discloses the information provided herein pursuant to
the Securities Markets Act and/or the Swedish Financial Instruments
Trading Act. This information was submitted for publication at CET 08:30
on 29 July, 2011.