Statement by the board of directors of Cybercom in relation to JCE Group's and Tequity's public takeover offer


This press release may not be published or distributed, directly or indirectly,
in or into Australia, Japan, Canada, South Africa or the USA. This press release
is not an offer.
The board of directors of Cybercom unanimously recommends Cybercom's
shareholders to accept JCE Group's and Tequity's public takeover offer

Background

This statement is made by the board of directors of Cybercom Group AB (publ)
(”Cybercom”) pursuant to section II.19 of Nasdaq Stockholm's takeover rules (the
"Takeover Rules").

JCE Group Aktiebolag och Tequity AB, through the jointly owned company Viltor AB
(jointly the “Bidder”), together with related parties holding approximately 45.2
percent (1) of the shares and votes in Cybercom, has today on 2 November 2015
made a public takeover offer to the shareholders of Cybercom to tender all
outstanding shares in Cybercom that are not already held by the Bidder (the
"Offer"). The Bidder offers a cash consideration of SEK 3.00 per share in
Cybercom. (2) The total value of the Offer, based on the approximately 54.8
percent of the shares in Cybercom which are not held by the Bidder and its
related parties, amounts to approximately SEK 297 million. The total value of
the Offer, based on all 180,439,495 outstanding shares in Cybercom, amounts to
approximately SEK 541 million.

The Offer represents a premium of:

  · 30.4 percent to the closing price of SEK 2.30 of the Cybercom share on
Nasdaq Stockholm on 30 October 2015, the last trading day before the
announcement of the Offer;
  · 31.0 percent to the volume-weighted average share price of SEK 2.29 of the
Cybercom share on Nasdaq Stockholm during the last month up to and including 30
October 2015;
  · 35.1 percent to the volume-weighted average share price of SEK 2.22 of the
Cybercom share on Nasdaq Stockholm during the last three months up to and
including 30 October 2015; and
  · 33.0 percent to the volume-weighted average share price of SEK 2.26 of the
Cybercom share on Nasdaq Stockholm during the last six months up to and
including 30 October 2015.

The acceptance period for the Offer is expected to commence on 5 November 2015
and end on 4 December 2015, subject to the possibility of extension of the
acceptance period.

The completion of the Offer is conditional upon it being accepted to such an
extent that the Bidder becomes the owner of shares representing more than 90
percent of the total number of shares in Cybercom and that the Bidder obtains
necessary regulatory approvals from authorities to complete the acquisition. The
completion of the Offer is also conditional upon, inter alia, that no
circumstance has occurred that materially adversely affects, or may be expected
to materially adversely affect, Cybercom's sales, results, liquidity, equity or
assets and which the Bidder did not have knowledge about at the time of
announcement of the Offer. The Bidder has reserved the right to wholly or
partially waive these and other pre-conditions of the Offer. This means, inter
alia, that the Bidder has the possibility to complete the Offer even if the
Bidder does not reach an ownership of more than 90 percent of the shares in
Cybercom.

For further information regarding the Offer, please see the Bidders press
release dated 2 November 2015 and the Bidder's offer document that will be
published in connection with the start of the acceptance period for the Offer.
These documents are available on Cybercom's website (www.cybercom.com) and the
Bidder's website (www.jcegroup.se/viltor).

Due diligence

The Bidder has, in connection with the preparations for the Offer, carried out a
limited confirmatory due diligence review of Cybercom and in connection
therewith met Cybercom’s CEO, CFO and general counsel, and discussed certain
material agreements as well as the existence of any potential material financial
and legal risks. Cybercom has informed the Bidder that no information which is
not already publicly known and which can reasonably be expected to affect the
price of Cybercom’s shares has been disclosed to the Bidder during the course of
the due diligence review.

Related parties

JCE is the largest shareholder in Cybercom. Hampus Ericsson is the largest
shareholder, CEO and chairman of JCE Group as well as chairman of Cybercom.
Nicolas Hassbjer is the owner of Tequity and is also a member of the board of
directors of Cybercom. In light of these conflicts of interest, Hampus Ericsson
and Nicolas Hassbjer have not participated in, and will not participate in,
Cybercom’s board of directors' handling of or resolutions in matters relating to
the Offer. This also means that the Offer is subject to the provisions of
chapter III of the Takeover Rules. According to these provisions, the board of
directors of Cybercom is, inter alia, obliged to obtain and make public a
fairness opinion from an independent expert.

Fairness opinion

Evli Corporate Finance AB ("Evli") has been engaged by the board of directors to
issue a so-called fairness opinion. According to the fairness opinion, the
consideration in the Offer is fair to Cybercom's shareholders from a financial
perspective (based on the assumptions and considerations listed in the
statement). Evli's fairness opinion is attached to this statement.

The board of directors' recommendation

In the assessment of the Offer, the board of directors has taken into account a
number of factors that the board of directors has deemed relevant, including,
but not limited to, Cybercom's present position, expected future development and
potential, and related possibilities and risks.

The board of directors has analyzed the Offer with the help of methods used in
the assessment of public offers, including the premium in relation to the share
price, Cybercom's valuation relative to comparable listed companies and
comparable mergers and acquisitions, the stock market's expectations on
Cybercom's profitability and share price performance and the board's assessment
of Cybercom's value based on expected future cash flows (DCF valuation).

When providing the recommendation, the board of directors has also taken Evli's
fairness opinion into account, according to which the consideration in the Offer
is fair for Cybercom's shareholders from a financial perspective (based on the
assumptions and considerations listed in the fairness opinion).

In its overall assessment of the Offer, the board of directors also considered
prospects of the company as an independent company and the risks associated with
such a scenario.

The board of directors' overall assessment of the Offer is that the Offer
reflects a reasonable portion of the company's growth and profitability
potential, and gives the shareholders the opportunity to realize their
investments with regard to this potential already today.

In view of what has been stated above, the board of directors unanimously (3)
recommends shareholders in Cybercom to accept the Offer.

Under the Takeover Rules, the board of directors is also required, based on what
the Bidder has stated in its announcement of the Offer, to present its views on
the impact that completion of the Offer may have on Cybercom, especially on
employment, and its view on the Bidder's strategic plans for Cybercom and the
impact that these could be expected to have on employment and on the locations
where Cybercom operates its business. The board of directors has noted that the
Bidder, in such respects, has stated that the Bidder does not intend to
significantly change Cybercom's overall strategies and plans for the business
and does not foresee any significant changes with respect to Cybercom's
employees, employment terms or the locations where Cybercom operates its
business. Considering that representatives of the Bidder has deep knowledge of
Cybercom's business, the board assumes that this description is correct and has
thus in relevant respects no reason to have a different opinion.

Advisers

The board has engaged Roschier as legal adviser and Evli Corporate Finance as
financial adviser in connection with the Offer.

--------------------------------

This statement shall in all regards be governed by and construed in accordance
with substantive Swedish law. Dispute arising out of or in connection with this
statement shall exclusively be settled by Swedish courts.

Cybercom Group AB (publ)

The Board of Directors
For further information, please contact:
Ulrika Dellby, Member of the board of directors +46 702 78 08 88
Niklas Flyborg, President and CEO +46 705 94 96 78
Kristina Cato, Head of Communications and IR +46 708 64 47 02
For more information about Cybercom, please visit Cybercom's website
(www.cybercom.com).

The information in this press release is such information that Cybercom is
required to disclose under the Swedish Securities Market Act. The information
was submitted for publication on 2 November 2015 at 08:15 am CET.

This press release has been published in Swedish and English. In the event of
any discrepancy between the language versions, the Swedish version shall
prevail.

This press release may not be published or distributed, directly or indirectly,
in or into Australia, Japan, Canada, South Africa or the USA.

This press release is not an offer.

Statements in this press release relating to future status or circumstances,
including statements regarding future performance, growth and other trend
projections and the other benefits of the Offer, are forward-looking statements.
These statements may generally, but not always, be identified by the use of
words such as “anticipates”, “intends”, “expects”, “believes”, or similar
expressions. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. There can be no assurance that actual results will not
differ materially from those expressed or implied by these forward-looking
statements due to many factors, many of which are outside the control of
Cybercom. Any such forward-looking statements speak only as of the date on which
they are made and Cybercom has no obligation (and undertakes no such obligation)
to update or revise any of them, whether as a result of new information, future
events or otherwise, except for in accordance with applicable laws and
regulations.

About Cybercom
Cybercom is an IT consulting company that provides solutions for leading
companies and organisations to benefit from the opportunities of the connected
world. The company’s areas of expertise span the entire ecosystem within IT and
communication. Cybercom’s domestic market is the Nordic region, and in addition
the company offers global delivery capacity for local and international
business. Cybercom was founded in 1995 and has been quoted on the Nasdaq
Stockholm exchange, small cap, since 1999. Find out more at www.cybercom.com.

(1) At completion of the Offer, JCE Group and Tequity with related parties will,
without consideration, transfer all their Cybercom shares to Viltor.

(2) Based on 180,439,495 outstanding shares. In the event Cybercom pays any
dividend or make any other value transfer prior to the settlement of the Offer,
the price per share in the Offer will be reduced correspondingly.

(3) Hampus Ericsson (who is the largest shareholder, CEO and chairman of JCE
Group as well as chairman of Cybercom) and Nicolas Hassbjer (owner of Tequity)
have not participated in the board's handling of or resolution regarding the
board of directors' statement or recommendation in connection with the Offer.

Attachments

Evli - Fairness opinion (Eng) - 30 October 2015(5788892_1).PDF 11018081.pdf