The FLS Group to simplify ownership structure and APH to allot NKT shares
The Boards of Directors of FLS Industries and Aalborg Portland Holding, APH, have decided to seek a merger between the two companies as at 1 January 2001, FLS Industries being the continuing company. The merger is expected to be adopted at the companies' respective annual general meetings to be held on 26 April (APH) and 1 May (FLS Industries) 2001.
Prior to the merger, at its Annual General Meeting APH intends to allot its 35% shareholding in NKT Holding to the more than 2,500 shareholders. After the allotment, FLS Industries will own 25% of NKT. The building material activities of the APH Group will continue as a business unit within FLS Industries on a par with the latter's other key undertakings and will continue to be headed by President and CEO Bjarne Moltke Hansen. The Chairman of FLS Industries, Mr Ib Christensen, will continue as chairman of the merged company. The Corporate Management of FLS Industries will continue to comprise Mr Peter Assam, Group President and CEO, and Mrs Birgitte Nielsen, Group Chief Financial Officer.
The merger fits naturally in with the FLS Group's focus on long-term growth in the cement-based building materials industry and in engineering and services for the world's cement making and mineral processing industries. The joining of the two companies will align their operational and formal structure by combining operative, strategic units in one listed company, while expectedly also enhancing the visibility of the shareholders' values. FLS Industries today owns 70% of APH.
The allotment of NKT shares at the APH annual general meeting on 26 April 2001 will increase the free float of the NKT share by nearly 10 percentage points. The allotment of NKT shares and the subsequent merger with FLS Industries will exchange the present illiquid APH shares for liquid NKT shares, which are included in the KFX index, and for FLS shares, which are currently among
the 30 most traded shares on the Copenhagen Stock Exchange.
The allotment of NKT shares will be taxed as dividend and the merger with FLS Industries will take place on a tax-exempt basis with tax succession for the shareholders.
The exchange ratio of the merger will be decided once FLS Industries and APH have released their audited annual accounts and it will also reflect the prospects for 2001 and the companies' market capitalisation and the liquidity of the shares.
APH's market capitalisation will be adjusted for the value of its holding of NKT shares. FLS Industries and Aalborg Portland Holding will each appoint a financial adviser to take part in deciding the exchange ratio. The exchange ratio will be announced not later than at the time of convening the Aalborg Portland Holding annual general meeting. The other merger documents, etc. will be issued in April together with the respective notices of the annual general meetings.
FLS Industries A/S
Ib Christensen
Chairman of the Board of Directors
Aalborg Portland Holding A/S
Christian Kjær
Chairman of the Board of Directors