SCA to make an offer for Vinda

  SCA to make an offer for Vinda

Business Wire

STOCKHOLM -- September 8, 2013

Regulatory News:

SCA (STO:SCAA) (STO:SCAB):

SCA has decided to make a public cash offer for the Chinese tissue company
Vinda. The offer is conditional upon SCA achieving an ownership share in Vinda
in excess of 50%. SCA is currently the second largest shareholder in Vinda,
which is listed on the Hong Kong Exchange.

The offer will be Hong Kong Dollar (HKD) 11.00 per share, corresponding to a
premium of approximately 34.5%, based on the average closing price over the
past 30 trading days. The offer corresponds to a market capitalization of
approximately SEK 9.4bn for all shares in Vinda. SCA became a part owner in
the tissue manufacturer Vinda in 2007 and currently has a 21.7% holding in the
company with two representatives on its Board of Directors.

Vinda is the third largest tissue company in China, which represents the
world’s second largest tissue market. In 2012, Vinda’s sales rose 26% and
amounted to approximately SEK 5bn. The company’s operating margin was 12.9%.

“Vinda is a strong player in the Chinese tissue market and has demonstrated
healthy growth and profitability. As a majority shareholder, we would see the
potential to further strengthen the company to ensure its future
competitiveness,” says Jan Johansson, President and CEO of SCA.

The complete prospectus for the offer is expected to be presented not later
than September 30, which is the date on which the acceptance period will also
commence. The transaction is expected to be finalized in the fourth quarter of
this year and SCA will thereafter consolidate Vinda in its accounts.

Provided that the offer for Vinda will be accepted, SCAs pro forma sales for
the full year 2012 would have increased from SEK 85bn to approximately SEK
90bn. Pro forma operating profit, excluding items affecting comparability, for
the full year 2012 would have increased from SEK 8.6bn to approximately SEK
9.2bn.

The intention is that Vinda will remain listed on the Hong Kong Exchange.

For more details read the Joint Announcement which follows below.

NB: This information is such that SCA must disclose in accordance with the
Securities Markets Act. The information was submitted for publication on
September 9, 2013, at 00.00 CET.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this announcement. This announcement
is for information purposes only and does not constitute an invitation or
offer to acquire, purchase or subscribe for securities of Vinda nor shall
there be any sale, purchase or subscription for securities of Vinda in any
jurisdiction in which such offer, solicitation or sale would be unlawful
absent the filing of a registration statement or the availability of an
applicable exemption from registration or other waiver. This announcement is
not for release, publication or distribution in or into any jurisdiction where
to do so would constitute a violation of the relevant laws of such
jurisdiction. SCA Group Holding BV Vinda International Holdings Limited
(Incorporated in the Netherlands with limited liability) (Incorporated in the
Cayman Islands with limited liability) (Stock code: 3331) JOINT ANNOUNCEMENT
(1) VOLUNTARY CONDITIONAL CASH OFFER BY J.P. MORGAN SECURITIES (ASIA PACIFIC)
LIMITED FOR AND ON BEHALF OF SCA GROUP HOLDING BV TO ACQUIRE ALL OF THE
OUTSTANDING SHARES IN THE ISSUED CAPITAL OF VINDA INTERNATIONAL HOLDINGS
LIMITED (OTHER THAN THOSE SHARES ALREADY OWNED OR AGREED TO BE ACQUIRED BY SCA
GROUP HOLDING BV AND PARTIES ACTING IN CONCERT WITH IT) AND TO CANCEL ALL THE
OUTSTANDING SHARE OPTIONS OF VINDA INTERNATIONAL HOLDINGS LIMITED AND (2)
RESUMPTION OF TRADING IN THE SHARES OF VINDA INTERNATIONAL HOLDINGS LIMITED
Sole Financial Adviser to SCA Group Holding BV

INTRODUCTION The Offeror and Vinda are pleased to jointly announce that J.P.
Morgan will, for and on behalf of the Offeror, make a voluntary conditional
cash offer (i) to acquire all of the outstanding Shares in the issued share
capital of Vinda (other than those Shares already owned or agreed to be
acquired by the Offeror and the parties acting in concert with it); and (ii)
to cancel all the outstanding Options. THE OFFERS The Share Offer J.P. Morgan
will, for and on behalf of the Offeror, make a voluntary conditional cash
offer to acquire all of the outstanding Shares in the issued share capital of
Vinda (other than those Shares already owned or agreed to be acquired by the
Offeror and the parties acting in concert with it) on the following terms: For
each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . HK$11.00 in cash The Share Offer will be extended to all Independent
Shareholders in accordance with the Takeovers Code. The Offer Shares to be
acquired under the Share Offer shall be fully paid and shall be acquired free
from all Encumbrances and together with all rights attaching to them as at the
Closing Date or subsequently becoming attached to them, including the right to
receive in full all dividends and other distributions, if any, declared, made
or paid on or after the Closing Date. The Share Offer Price of HK$11.00 per
Offer Share represents a premium of approximately 38.36% over the closing
price of HK$7.95 per Offer Share as quoted on the Stock Exchange on the Last
Trading Date. The Option Offer J.P. Morgan will, for and on behalf of the
Offeror, make appropriate offers to the Optionholders in accordance with Rule
13 of the Takeovers Code to cancel all the outstanding Options (whether vested
or not) in exchange for cash on the following terms: (A) In respect of Options
with an exercise price of HK$2.98 : For cancellation of each such Option . . .
. . . . . . . . . . . . . . . . . . . HK$8.02 in cash (B) In respect of
Options with an exercise price of HK$5.42 : For cancellation of each such
Option . . . . . . . . . . . . . . . . . . . . . . HK$5.58 in cash (C) In
respect of Options with an exercise price of HK$8.648 : For cancellation of
each such Option . . . . . . . . . . . . . . . . . . . . . HK$2.352 in cash
(D) In respect of Options with an exercise price of HK$10.34 : For
cancellation of each such Option . . . . . . . . . . . . . . . . . . . . . .
HK$0.66 in cash – 2 – In respect of Options with an exercise price of
HK$14.06, as the exercise price for the underlying Shares is above the Share
Offer Price, J.P. Morgan will, for and on behalf of the Offeror, make a
nominal cash offer for the cancellation of such Options on the following
terms: For cancellation of each such Option . . . . . . . . . . . . . . . . .
. . . . . . HK$0.0001 in cash VALUE OF THE OFFERS On the assumption that no
outstanding Options are exercised prior to the Closing Date and the Share
Offer and the Option Offer are accepted in full, after taking into account the
216,431,897 Shares already held by the Offeror (and the parties acting in
concert with it), representing approximately 21.68% of the issued share
capital of Vinda, the Offers are valued at HK$8,647,492,611 in aggregate. On
the assumption that all the outstanding Options are exercised in full prior to
the Closing Date and the Share Offer is accepted in full (including all Shares
issued and allotted as a result of the exercise of the Options), after taking
into account the 216,431,897 Shares already held by the Offeror (and the
parties acting in concert with it), the Offers are valued at HK$8,894,190,679
in aggregate on a fullydiluted basis. CONDITIONS TO THE SHARE OFFER The Share
Offer is conditional on the satisfaction of the following conditions: (i)
valid acceptances of the Share Offer being received (and not, where permitted,
withdrawn) by 4 : 00 p.m. on the Closing Date (or such later time or date as
the Offeror may, subject to the Takeovers Code, decide) in respect of such
number of Offer Shares which, together with Shares already owned or agreed to
be acquired before or during the Offers, would result in the Offeror and the
parties acting in concert with it holding more than 50% of the voting rights
in Vinda on a fully-diluted basis as at the Closing Date; (ii) the Shares
remaining listed and traded on the Stock Exchange up to the Closing Date (or,
if earlier, the Unconditional Date) save for any temporary suspension(s) of
trading in the Shares as a result of the Offers and no indication being
received on or before the Closing Date (or, if earlier, the Unconditional
Date) from the SFC and/or the Stock Exchange to the effect that the listing of
the Shares on the Stock Exchange is or is likely to be withdrawn, other than
as a result of either of the Offers or anything done or caused by or on behalf
of the Offeror or any party acting in concert with it; (iii) the
representations and warranties given by each of the Committed Parties in the
Irrevocable Undertakings remaining true and accurate and not misleading on
each of (a) the date of execution of the Irrevocable Undertakings, (b) the
Despatch Date, (c) the date on which each of the Committed Parties
respectively delivers the duly executed form of acceptance and transfer for
his/her/its Shares or Options (as the case may be) in accordance with the
section headed ‘‘Irrevocable Undertakings’’ of this announcement and (d) the
Unconditional Date; – 3 – (iv) (a) all Consents as are necessary for the
consummation of the transactions contemplated in the Irrevocable Undertakings
and the Offers and in connection with, including, without limitation, any
change in the direct or indirect shareholder(s) or ultimate controlling
shareholder(s) of any member of the Vinda Group that has been granted the
Consents to carry out its operations having been obtained and remaining in
full force and effect without material variation from any Relevant
Authority(ies) and all conditions (if any) to such Consents having been
fulfilled, (b) each member of the Vinda Group possessing or having obtained
all Consents from the Relevant Authority(ies) that are necessary to carry on
its business and (c) all mandatory Consents from third parties having been
obtained for the acquisition of the Offer Shares and/or Options under the
Offers; (v) no event having occurred which would make the Offers or the
acquisition of any of the Offer Shares and/or the Options under the Offers
void, unenforceable or illegal or prohibit the implementation of the Offers or
the transactions contemplated under the Irrevocable Undertakings; (vi) no
Relevant Authority(ies) in any jurisdiction having taken or instigated any
action, proceeding, suit, investigation or enquiry, or enacted or made or
proposed, and there not continuing to be outstanding, any statute, regulation,
demand or order that would make the Offers or the acquisition of any of the
Offer Shares and/or Options under the Offers void, unenforceable or illegal or
prohibit the implementation of, or which would impose any material conditions,
limitations or obligations with respect to, the Offers or the transactions
contemplated under the Irrevocable Undertakings (other than such items or
events as would not have a material adverse effect on the legal ability of the
Offeror to proceed with or consummate the Offers and the transactions
contemplated under the Irrevocable Undertakings); (vii) since the date of the
last audited consolidated financial statements of Vinda, there having been no
change, effect, fact, event or circumstance which has had or would reasonably
be expected to have a material adverse effect on, or to cause a material
adverse change in, the general affairs, management, financial position,
business, prospects, conditions (whether financial, operational, legal or
otherwise), earnings, solvency, current or future consolidated financial
position, shareholders’ equity or results of operations of the Vinda Group as
a whole, whether or not arising in the ordinary course of business; (viii)
save for payment of the interim dividend declared by the Vinda Board on 28
August 2013, no dividend or other distribution (whether in cash or in kind)
during the Offer Period having been declared, made or paid by Vinda to the
Shareholders; and (ix) there having been no frustrating action taken by Vinda
or any member of the Vinda Group since the date of this announcement, unless
with the consent of the Offeror. The Offeror reserves the right to waive, in
whole or in part, all or any of the Conditions either generally or in respect
of any particular matter save that Conditions (i), (v) and (vi) cannot be
waived. If any of the Conditions is not satisfied or (where applicable) waived
on or before 31 December 2013, the Share Offer will lapse. As at the date of
this announcement, based on the information currently available to the Offeror
and Vinda, the Offeror and Vinda understand that no Consent is required for
the consummation of the Offers and the Irrevocable Undertakings. – 4 –
Pursuant to Note 2 to Rule 30.1 of the Takeovers Code, the Offeror should not
invoke any of the Conditions (other than Condition (i)) so as to cause the
Offers to lapse unless the circumstances which give rise to the right to
invoke any such Condition are of material significance to the Offeror in the
context of the Offers. CONDITION TO THE OPTION OFFER The Option Offer is
conditional upon the Share Offer becoming or being declared unconditional in
all respects. WARNING: Shareholders, Optionholders and/or potential investors
of Vinda should note that the Share Offer is subject to the satisfaction or
waiver (where applicable) of the Conditions, and the Option Offer is subject
to, and conditional upon, the Share Offer becoming or being declared
unconditional in all respects. Accordingly, the Offers may or may not become
unconditional. Shareholders, Optionholders and/or potential investors of Vinda
should therefore exercise caution when dealing in the securities of Vinda
(including the Shares and any options or rights in respect of them). Persons
who are in doubt as to the action they should take should consult their
licensed securities dealers or registered institutions in securities, bank
managers, solicitors, professional accountants or other professional advisers.
IRREVOCABLE UNDERTAKINGS On 6 September 2013, the Committed Parties executed
the Irrevocable Undertakings in favour of the Offeror, pursuant to which (i)
Fu An has irrevocably undertaken to the Offeror to accept, or procure the
acceptance of, the Share Offer in respect of the Relevant Shares (representing
approximately 2.10% of the issued share capital of Vinda as at the date of
this announcement) and (ii) Ms. Zhang has irrevocably undertaken to the
Offeror to accept the Option Offer in respect of the Relevant Options, in each
case as soon as possible and in any event within the period during which the
Offers are open for acceptance. Accordingly, pursuant to the Share Offer, the
Offeror will acquire from Fu An 20,964,654 Offer Shares for a total
consideration of HK$230,611,194 based on the Share Offer Price of HK$11.00 per
Offer Share. Pursuant to the Option Offer, the Offeror will acquire from Ms.
Zhang 3,936,000 Options for cancellation for a total consideration of
HK$18,941,472 based on the ‘‘see-through’’ price as detailed in the section
headed ‘‘The Offers — The Option Offer’’. INTENTIONS OF THE OFFEROR IN
RELATION TO THE VINDA GROUP Following completion of the Offers, the Offeror
will review the businesses of the Vinda Group to consider and determine what
changes, if any, would be necessary, appropriate or desirable, long term and
short term, in order to best organise and optimise the businesses and
operations of the Vinda Group and to integrate the same within the SCA Group.
The Offeror intends that the Vinda Group will continue to operate its business
in substantially its current state. However, the Offeror reserves the right to
make any changes that it deems necessary or appropriate to the Vinda Group’s
businesses and operations to better integrate, generate maximum synergy and
achieve enhanced economies of scale with the other operations of the SCA
Group.

LISTING STATUS OF VINDA The Offeror intends to maintain the listing status of
Vinda on the Stock Exchange. However, if the Offeror acquires the requisite
percentage of the Offer Shares to enable it to compulsorily acquire all the
issued Shares as detailed in the section headed ‘‘Compulsory Acquisition and
Withdrawal of Listing’’ of this announcement, it may (but is not obliged to)
compulsorily acquire those Shares not acquired by the Offeror under the Share
Offer. Accordingly, assuming the Share Offer becomes or is declared
unconditional in all respects but the Offeror does not effect the compulsory
acquisition, each of the Offeror and Vinda will undertake to the Stock
Exchange to take appropriate steps following the close of the Offers to ensure
that such number of Shares as may be required by the Stock Exchange are held
by the public within the prescribed time frame. Any future transactions
between the Vinda Group and the SCA Group will be carried out on an arm’s
length basis and in compliance with the Listing Rules. If, upon the close of
the Offers, less than the minimum prescribed percentage applicable to Vinda,
being 25%, of the issued Shares are held by the public or if the Stock
Exchange believes that (i) a false market exists or may exist in the trading
of the Shares or (ii) there are insufficient Shares in public hands to
maintain an orderly market, then the Stock Exchange may exercise its
discretion to suspend trading in the Shares. COMPULSORY ACQUISITION AND
WITHDRAWAL OF LISTING To the extent applicable, if the Offeror, within four
months of the posting of the Composite Document, acquires not less than 90% of
the issued Shares not being held by it at the time of the posting of the
Composite Document, the Offeror may (but is not obliged to) compulsorily
acquire those Shares not acquired by the Offeror under the Share Offer in
accordance with section 88 of the Cayman Islands Companies Law. As at the date
of this announcement, the Offeror has not decided whether or not to exercise
any right of compulsory acquisition in respect of Vinda. Pursuant to Schedule
I to the Takeovers Code, the Offeror will include in the Composite Document a
statement whether or not it intends to avail itself of any powers of
compulsory acquisition in respect of Vinda. If the Offeror decides to exercise
such right and completes the compulsory acquisition, Vinda will become a
wholly-owned subsidiary of the Offeror and an application will be made for the
withdrawal of the listing of the Shares from the Stock Exchange pursuant to
Rule 6.15 of the Listing Rules. The Offeror will comply with Rule 15.6 of the
Takeovers Code which requires that the Offers may not remain open for more
than four (4) months from the posting of the Composite Document, unless the
Offeror has by that time become entitled to exercise the right of compulsory
acquisition. Pursuant to Rule 2.11 of the Takeovers Code, except with the
consent of the Executive, where the Offeror seeks to acquire or privatise
Vinda by means of the Share Offer and the use of compulsory acquisition
rights, such rights may only be exercised if, in addition to satisfying any
requirement imposed by the Cayman Islands Companies Law, acceptance of the
Share Offer and purchases made by the Offeror and the parties acting in
concert with it during the four months after posting of the Composite Document
total 90% or more of the disinterested Shares (as defined in the Takeovers
Code). – 6 – WARNING: If the level of acceptances of the Share Offer reaches
the prescribed level under the Cayman Islands Companies Law required for
compulsory acquisition and the requirements of Rule 2.11 of the Takeovers Code
are satisfied, and if the Offeror exercises its right of compulsory
acquisition in respect of Vinda, dealings in the Shares will be suspended from
the Closing Date up to the withdrawal of listing of the Shares from the Stock
Exchange pursuant to Rule 6.15 of the Listing Rules. FINANCIAL RESOURCES
AVAILABLE TO THE OFFEROR The Offeror intends to finance the consideration
payable by the Offeror under the Offers from the internal resources of the SCA
Group. For the purpose of making the Offers, the SCA Group has undertaken to
maintain in its bank accounts an amount equivalent to not less than HK$400
million. In addition, J.P. Morgan Securities plc has granted SCA a credit
facility in the amount of US$1,100 million (equivalent to approximately
HK$8,558 million), which may be used by the Offeror to finance the Offers, if
necessary. J.P. Morgan, as the sole financial adviser to the Offeror in
respect of the Offers, is satisfied that sufficient financial resources are
available to the Offeror to satisfy full acceptance of the Offers. INDEPENDENT
BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER An Independent Board
Committee of Vinda, which comprises Dr. CAO Zhen Lei, Mr. KAM Robert, Mr. HUI
Chin Tong, Godfrey and Mr. TSUI King Fai (each being an independent
non-executive Director) has been established by the Vinda Board to make a
recommendation to the Independent Shareholders as to whether the Share Offer
is, or is not, fair and reasonable and as to its acceptance and to the
Optionholders as to its views on the Option Offer. By reason of their
respective position and/or involvement within the SCA Group, Mr. Johann
Christoph MICHALSKI (also President of SCA Global Hygiene Category), Mr. Ulf
Olof Lennart SODERSTROM (also President of SCA Asia Pacific) and Mr. CHIU Bun
(also the general counsel of SCA Asia Pacific) are associates of the Offeror.
Accordingly, they are considered to have an interest in the Offers and will
not act as a member of the Independent Board Committee. An Independent
Financial Adviser will be appointed (with the approval of the Independent
Board Committee) to advise the Independent Board Committee in connection with
the Offers. An announcement will be made by Vinda as soon as possible after an
Independent Financial Adviser has been appointed. RESUMPTION OF TRADING At the
request of Vinda, trading in the Shares on the Stock Exchange was suspended
with effect from 9 : 00 a.m. on 2 September 2013 pending the release of this
announcement. An application has been made by Vinda to the Stock Exchange for
the resumption of trading in the Shares on the Stock Exchange with effect from
9: 00 a.m. on 9 September 2013. – 7 – Notice to US holders of Offer Shares:
The Share Offer will be made for the securities of a Cayman Islands company
and is subject to Hong Kong disclosure requirements, which are different from
those of the United States. In addition, US holders of Offer Shares should be
aware that this announcement has been prepared in accordance with Hong Kong
format and style, which differ from those of the United States. The Share
Offer will be extended into the United States pursuant to the US tender offer
rules or an available exemption therefrom or otherwise in accordance with the
requirements of the SFO. Accordingly, the Share Offer will comply with the
relevant Hong Kong disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement procedures and
timing of payments, which are different from those applicable under US tender
offer procedures and laws. The receipt of cash pursuant to the Share Offer by
a US holder of Offer Shares may be a taxable transaction for US federal income
tax purposes and under applicable state and local, as well as foreign and
other tax laws. Each US holder of Offer Shares is urged to consult his/her/its
independent professional adviser immediately regarding the tax consequences of
acceptance of the Share Offer. It may be difficult for US holders of Offer
Shares to enforce their rights and claims arising out of the US federal
securities laws, since Vinda is located in a country other than the United
States, and some or all of its officers and directors may be residents of a
country other than the United States. In addition, most of the assets of the
SCA Group and the Vinda Group are located outside the United States. US
holders of Offer Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US securities
laws. Further, it may be difficult for US holders of Offer Shares to effect
service of process within the United States upon Vinda or its officers or
directors, or to enforce against them a judgment of a US court. In accordance
with normal Hong Kong practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, the Offeror or its nominees, or its brokers (acting as agents),
may from time to time make certain purchases of, or arrangements to purchase,
Offer Shares outside of the United States, other than pursuant to the Share
Offer, before or during the period in which the Share Offer remains open for
acceptance. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be reported to the SFC and will be available on the
website of the SFC at http:// www.sfc.hk/. INTRODUCTION The Offeror and Vinda
are pleased to jointly announce that J.P. Morgan will, for and on behalf of
the Offeror, make a voluntary conditional cash offer (i) to acquire all of the
outstanding Shares in the issued share capital of Vinda (other than those
Shares already owned or agreed to be acquired by the Offeror and the parties
acting in concert with it); and (ii) to cancel all the outstanding Options. As
at the date of this announcement, there are 998,282,686 Shares in issue. The
Offeror does not hold any Shares. SCA Hygiene Holding AB, a direct
wholly-owned subsidiary of the Offeror, holds 216,431,897 Shares, representing
approximately 21.68% of the issued share capital of Vinda. – 8 – The
shareholding structure of the Company as at the date of this announcement is
as follows: Number of Shares Approximately shareholder % Fu An International
Company limited 237,306,235 23.77 The Offeror and parties acting in concert
with it 216,431,897 21.68 YU Yi Fang 9,088,000 0.91 DONG Yi Ping 9,038,000
0.91 LI Chao Wang 936,000 0.09 HUI Chin Tong, Godfrey 100,000 0.01 Public
Shareholders 525,382,554 52.63 Total 998,282,686 100.00 As at the date of this
announcement, there are outstanding Options in respect of 26,712,000 Shares.
The Offeror and the parties acting in concert with it do not hold any Options.
The respective exercise prices of the outstanding Options and the respective
periods during which they are exercisable are as follows: Exercise price (HK$
per Share) Number of outstanding Options Exercisable period 2.98 2,651,000 24
February 2009 to 23 February 2019 5.42 3,000,000 15 April 2010 to 14 April
2020 8.648 3,501,000 15 April 2011 to 14 April 2021 10.34 1,359,000 2 May 2013
to 1 May 2023 14.06 16,201,000 2 May 2012 to 1 May 2022 Save as disclosed in
this section headed ‘‘Introduction’’ of this announcement, Vinda has no other
outstanding Shares, options, warrants, derivatives or other securities that
are convertible or exchangeable into Shares or other types of equity interest
in Vinda. – 9 – THE OFFERS The Share Offer J.P. Morgan will, for and on behalf
of the Offeror, make a voluntary conditional cash offer to acquire all of the
outstanding Shares in the issued share capital of Vinda (other than those
Shares already owned or agreed to be acquired by the Offeror and the parties
acting in concert with it) on the following terms: Consideration of the Share
Offer For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . HK$11.00 in cash The Share Offer will be extended to all
Independent Shareholders in accordance with the Takeovers Code. The Offer
Shares to be acquired under the Share Offer shall be fully paid and shall be
acquired free from all Encumbrances and together with all rights attaching to
them as at the Closing Date or subsequently becoming attached to them,
including the right to receive in full all dividends and other distributions,
if any, declared, made or paid on or after the Closing Date. Comparisons of
value The Share Offer Price of HK$11.00 per Offer Share represents: (i) a
premium of approximately 38.36% over the closing price of HK$7.95 per Share as
quoted on the Stock Exchange on 30 August 2013, being the Last Trading Date;
(ii) a premium of approximately 33.20% over the average closing price of
approximately HK$8.26 per Share for the last 5 consecutive trading days as
quoted on the Stock Exchange immediately prior to and including the Last
Trading Date; (iii) a premium of approximately 33.06% over the average closing
price of approximately HK$8.27 per Share for the last 10 consecutive trading
days as quoted on the Stock Exchange immediately prior to and including the
Last Trading Date; (iv) a premium of approximately 31.45% over the average
closing price of approximately HK$8.37 per Share for the last 20 consecutive
trading days as quoted on the Stock Exchange immediately prior to and
including the Last Trading Date; (v) a premium of approximately 34.54% over
the average closing price of approximately HK$8.18 per Share for the last 30
consecutive trading days as quoted on the Stock Exchange immediately prior to
and including the Last Trading Date; and (vi) a premium of approximately
34.24% over the average closing price of approximately HK$8.19 per Share for
the last 60 consecutive trading days as quoted on the Stock Exchange
immediately prior to and including the Last Trading Date. Highest and lowest
Share prices During the six-month period preceding the Last Trading Date and
including the Last Trading Date, the highest closing price of the Shares as
quoted on the Stock Exchange was HK$11.10 on 6 March 2013 and the lowest
closing price of the Shares as quoted on the Stock Exchange was HK$7.46 on 19
July 2013. – 10 – The Option Offer J.P. Morgan will, for and on behalf of the
Offeror, make appropriate offers to the Optionholders in accordance with Rule
13 of the Takeovers Code to cancel all the outstanding Options (whether vested
or not) in exchange for cash on the following terms: (A) In respect of Options
with an exercise price of HK$2.98: For cancellation of each such Option . . .
. . . . . . . . . . . . . . . . . . . . HK$8.02 in cash (B) In respect of
Options with an exercise price of HK$5.42 : For cancellation of each such
Option . . . . . . . . . . . . . . . . . . . . . . . HK$5.58 in cash (C) In
respect of Options with an exercise price of HK$8.648: For cancellation of
each such Option . . . . . . . . . . . . . . . . . . . . . . HK$2.352 in cash
(D) In respect of Options with an exercise price of HK$10.34: For cancellation
of each such Option . . . . . . . . . . . . . . . . . . . . . . . HK$0.66 in
cash In respect of Options with an exercise price of HK$14.06, as the exercise
price for the underlying Shares is above the Share Offer Price, J.P. Morgan
will, for and on behalf of the Offeror, make a nominal cash offer for the
cancellation of such Options on the following terms: For cancellation of each
such Option . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.0001 in
cash Following acceptance of the Option Offer, the relevant Options together
with all rights attaching thereto will be entirely cancelled and renounced.
Holdings of Shares and Options by the Offeror and the parties acting in
concert with it As at the date of this announcement, the Offeror does not hold
any Shares. SCA Hygiene Holding AB, a direct wholly-owned subsidiary of the
Offeror, holds 216,431,897 Shares, representing approximately 21.68% of the
issued share capital of Vinda. J.P. Morgan, being the sole financial adviser
to the Offeror, together with entities controlling, controlled by or under the
same control as J.P. Morgan (other than members of the J.P. Morgan Group with
exempt principal trader and/or exempt fund manager status) (collectively the
‘‘J.P. Morgan Group’’) are presumed to be parties acting in concert with the
Offeror. As at the date of this announcement, J.P. Morgan Group does not hold
any Shares. Save as disclosed in this section headed ‘‘Holdings of Shares and
Options by the Offeror and the parties acting in concert with it’’ and the
section headed ‘‘Irrevocable Undertakings’’ of this announcement, the Offeror
and the parties acting in concert with it do not hold, control or have
direction over any other Shares nor have, control or have direction over any
other interests in the issued share capital or voting rights of Vinda. As at
the date of this announcement, the Offeror and the parties acting in concert
with it do not hold any Options nor have, control or have direction over any
outstanding options, derivatives, warrants or securities which are convertible
into or exchangeable for securities of Vinda. – 11 – Dealings in securities in
Vinda The Offeror and the parties acting in concert with it (other than the
J.P. Morgan Group) have not dealt in the Shares, convertible securities,
warrants, options or derivatives of Vinda during the six-month period
immediately prior to the date of this announcement. Any dealings in the
Shares, convertible securities, warrants, options or derivatives of Vinda
during the six-month period immediately prior to the date of this announcement
by the J.P. Morgan Group will be disclosed in the Composite Document in
accordance with the Takeovers Code. Settlement of consideration Provided that
the Offers have become, or have been declared, unconditional in all respects,
settlement of the consideration in respect of acceptances of the Offers will
be made as soon as possible but in any event within seven (7) Business Days of
the later of the date of receipt of duly completed and valid acceptances in
respect of the Offers and the Unconditional Date. No fractions of a cent will
be payable and the amount of cash consideration payable to a Shareholder or an
Optionholder (as the case may be) who accepts the Share Offer or the Option
Offer (as the case may be) will be rounded up to the nearest cent. VALUE OF
THE OFFERS As at the date of this announcement, there are 998,282,686 Shares
in issue. On the basis of the Share Offer Price of HK$11.00 per Offer Share
and assuming that no outstanding Options are exercised prior to the Closing
Date, the entire issued share capital of Vinda is valued at HK$10,981,109,546.
After taking into account the 216,431,897 Shares already held by the Offeror
(and the parties acting in concert with it) and assuming that the Share Offer
is accepted in full, the Share Offer is valued at HK$8,600,358,679 based on
the Share Offer Price and 781,850,789 Offer Shares. As at the date of this
announcement, there are a total of 26,712,000 Options outstanding entitling
the Optionholders to subscribe for, pursuant to the Share Option Scheme, an
aggregate of: (i) 2,651,000 Shares at an exercise price of HK$2.98 per Share;
(ii) 3,000,000 Shares at an exercise price of HK$5.42 per Share; (iii)
3,501,000 Shares at an exercise price of HK$8.648 per Share; (iv) 1,359,000
Shares at an exercise price of HK$10.34 per Share; and (v) 16,201,000 Shares
at an exercise price of HK$14.06 per Share. Assuming none of the outstanding
Options are exercised prior to the Closing Date, the total amount required to
satisfy the cancellation of all the outstanding Options is HK$47,133,932.
Based on the above and assuming that no outstanding Options are exercised
prior to the Closing Date, the Offers are valued at approximately
HK$8,647,492,611 in aggregate. – 12 – In the event all the outstanding Options
are exercised in full by the Optionholders prior to the Closing Date and the
Share Offer is accepted in full (including all Shares issued and allotted as a
result of the exercise of the Options), Vinda will have to issue 26,712,000
new Shares, representing approximately 2.61% of the enlarged issued share
capital of Vinda. After taking into account the 216,431,897 Shares already
held by the Offeror (and the parties acting in concert with it) and assuming
all the outstanding Options are exercised in full by the Optionholders prior
to the Closing Date and the Share Offer is accepted in full, the maximum value
of the Share Offer is valued at approximately HK$8,894,190,679. In that case,
no amount will be payable by the Offeror under the Option Offer. CONFIRMATION
OF FINANCIAL RESOURCES The Offeror intends to finance the consideration
payable by the Offeror under the Offers from the internal resources of the SCA
Group. For the purpose of making the Offers, the SCA Group has undertaken to
maintain in its bank accounts an amount equivalent to not less than HK$400
million. In addition, J.P. Morgan Securities plc has granted SCA a credit
facility in the amount of US$1,100 million (equivalent to approximately
HK$8,558 million), which may be used by the Offeror to finance the Offers, if
necessary. J.P. Morgan, as the sole financial adviser to the Offeror in
respect of the Offers, is satisfied that sufficient financial resources are
available to the Offeror to satisfy full acceptance of the Offers. CONDITIONS
TO THE SHARE OFFER The Share Offer is conditional on the satisfaction of the
following conditions: (i) valid acceptances of the Share Offer being received
(and not, where permitted, withdrawn) by 4: 00 p.m. on the Closing Date (or
such later time or date as the Offeror may, subject to the Takeovers Code,
decide) in respect of such number of Offer Shares which, together with Shares
already owned or agreed to be acquired before or during the Offers, would
result in the Offeror and the parties acting in concert with it holding more
than 50% of the voting rights in Vinda on a fully-diluted basis as at the
Closing Date; (ii) the Shares remaining listed and traded on the Stock
Exchange up to the Closing Date (or, if earlier, the Unconditional Date) save
for any temporary suspension(s) of trading in the Shares as a result of the
Offers and no indication being received on or before the Closing Date (or, if
earlier, the Unconditional Date) from the SFC and/or the Stock Exchange to the
effect that the listing of the Shares on the Stock Exchange is or is likely to
be withdrawn, other than as a result of either of the Offers or anything done
or caused by or on behalf of the Offeror or any party acting in concert with
it; (iii) the representations and warranties given by each of the Committed
Parties contained in the Irrevocable Undertakings remaining true and accurate
and not misleading on each of (a) the date of execution of the Irrevocable
Undertakings, (b) the Despatch Date, (c) the date on which each of the
Committed Parties respectively delivers the duly executed form of acceptance
and transfer for his/her/its Shares or Options (as the case may be) in
accordance with the section headed ‘‘Irrevocable Undertakings’’ of this
announcement and (d) the Unconditional Date;

(iv) (a) all Consents as are necessary for the consummation of the
transactions contemplated in the Irrevocable Undertakings and the Offers and
in connection with, including, without limitation, any change in the direct or
indirect shareholder(s) or ultimate controlling shareholder(s) of any member
of the Vinda Group that has been granted the Consents to carry out its
operations having been obtained and remaining in full force and effect without
material variation from any Relevant Authority(ies) and all conditions (if
any) to such Consents having been fulfilled, (b) each member of the Vinda
Group possessing or having obtained all Consents from the Relevant
Authority(ies) that are necessary to carry on its business and (c) all
mandatory Consents from third parties having been obtained for the acquisition
of the Offer Shares and/or Options under the Offers; (v) no event having
occurred which would make the Offers or the acquisition of any of the Offer
Shares and/or the Options under the Offers void, unenforceable or illegal or
prohibit the implementation of the Offers or the transactions contemplated
under the Irrevocable Undertakings; (vi) no Relevant Authority(ies) in any
jurisdiction having taken or instigated any action, proceeding, suit,
investigation or enquiry, or enacted or made or proposed, and there not
continuing to be outstanding, any statute, regulation, demand or order that
would make the Offers or the acquisition of any of the Offer Shares and/or
Options under the Offers void, unenforceable or illegal or prohibit the
implementation of, or which would impose any material conditions, limitations
or obligations with respect to, the Offers or the transactions contemplated
under the Irrevocable Undertakings (other than such items or events as would
not have a material adverse effect on the legal ability of the Offeror to
proceed with or consummate the Offers and the transactions contemplated under
the Irrevocable Undertakings); (vii) since the date of the last audited
consolidated financial statements of Vinda, there having been no change,
effect, fact, event or circumstance which has had or would reasonably be
expected to have a material adverse effect on, or to cause a material adverse
change in, the general affairs, management, financial position, business,
prospects, conditions (whether financial, operational, legal or otherwise),
earnings, solvency, current or future consolidated financial position,
shareholders’ equity or results of operations of the Vinda Group as a whole,
whether or not arising in the ordinary course of business; (viii) save for
payment of the interim dividend declared by the Vinda Board on 28 August 2013,
no dividend or other distribution (whether in cash or in kind) during the
Offer Period having been declared, made or paid by Vinda to the Shareholders;
and (ix) there having been no frustrating action taken by Vinda or any member
of the Vinda Group since the date of this announcement, unless with the
consent of the Offeror. The Offeror reserves the right to waive, in whole or
in part, all or any of the Conditions either generally or in respect of any
particular matter save that Conditions (i), (v) and (vi) cannot be waived. If
any of the Conditions is not satisfied or (where applicable) waived on or
before 31 December 2013, the Share Offer will lapse. As at the date of this
announcement, based on the information currently available to the Offeror and
Vinda, the Offeror and Vinda understand that no Consent is required for the
consummation of the Offers and the Irrevocable Undertakings. – 14 – Pursuant
to Note 2 to Rule 30.1 of the Takeovers Code, the Offeror should not invoke
any of the Conditions (other than Condition (i)) so as to cause the Offers to
lapse unless the circumstances which give rise to the right to invoke any such
Condition are of material significance to the Offeror in the context of the
Offers. CONDITION TO THE OPTION OFFER The Option Offer is conditional upon the
Share Offer becoming or being declared unconditional in all respects. WARNING:
Shareholders, Optionholders and/or potential investors of Vinda should note
that the Share Offer is subject to the satisfaction or waiver (where
applicable) of the Conditions, and the Option Offer is subject to, and
conditional upon, the Share Offer becoming or being declared unconditional in
all respects. Accordingly, the Offers may or may not become unconditional.
Shareholders, Optionholders and/or potential investors of Vinda should
therefore exercise caution when dealing in the securities of Vinda (including
the Shares and any options or rights in respect of them). Persons who are in
doubt as to the action they should take should consult their licensed
securities dealers or registered institutions in securities, bank managers,
solicitors, professional accountants or other professional advisers.
IRREVOCABLE UNDERTAKINGS Undertakings to accept the Offers On 6 September 2013
: (i) Fu An and the Chairman executed an Irrevocable Undertaking in favour of
the Offeror, pursuant to which Fu An has irrevocably undertaken to the Offeror
to accept, or procure the acceptance of, the Share Offer in respect of the
Relevant Shares as soon as possible and in any event within the period during
which the Offers are open for acceptance; and (ii) Ms. Zhang executed an
Irrevocable Undertaking in favour of the Offeror, pursuant to which Ms. Zhang
has irrevocably undertaken to the Offeror to accept the Option Offer in
respect of the Relevant Options as soon as possible and in any event within
the period during which the Offers are open for acceptance. Prior to the
closing, lapsing or withdrawal of the Share Offer, each of Fu An and the
Chairman has undertaken not to, among other things, (i) sell or transfer (or
cause the same to be done) or otherwise dispose of (or permit any such action
to occur in respect of) any interest in any of the Relevant Shares (other than
to the Offeror), (ii) accept, or give any undertaking (whether conditional or
unconditional) to accept, or otherwise agree to accept, any offer, or approve
any offer made or proposed to be implemented by way of a contractual offer,
scheme of arrangement or otherwise in respect of securities in Vinda by any
person other than the Offeror or (iii) take any action or enter into any
agreement or arrangement (including, in the case of Fu An, through its
representation on the Vinda Board (and whether or not legally binding or
subject to any condition or which is to take effect after the Share Offer
closes or lapses)), or permit any agreement or arrangement to be entered into
or authorise or incur any obligation or give any indication of intent (or
permit such circumstances to occur) which, (x) in relation to the Relevant
Shares, would or might restrict or impede the acceptance of the Share Offer or
(y) would otherwise be prejudicial to the successful outcome of the Share
Offer. – 15 – No withdrawal Each of the Committed Parties has irrevocably
undertaken that he/she/it will not withdraw any acceptance of the Share Offer
in respect of the Relevant Shares or the Option Offer in respect of the
Relevant Options (as the case may be). Termination The Irrevocable
Undertakings will be terminated and the obligations of each of the Committed
Parties under the Irrevocable Undertakings shall lapse and terminate if (i)
the Share Offer lapses or is withdrawn or (ii) the Share Offer has not become
or been declared unconditional in all respects by 6.00 p.m. on 31 December
2013, whichever is earlier. INFORMATION OF THE OFFEROR The Offeror is an
investment holding company incorporated in the Netherlands with limited
liability and is a direct wholly-owned subsidiary of SCA. SCA is one of the
leading global hygiene and forest products companies incorporated in Sweden
with limited liability. The SCA Group develops and produces sustainable
personal care, tissue and forest products. Sales are conducted in about 100
countries under many strong brands, including the global brands TENA and Tork,
and regional brands, such as Tempo, Dr. P, Sealer, Libero and Libresse. As
Europe’s largest private forest owner, SCA places considerable emphasis on
sustainable forest management. The SCA Group has about 36,000 employees and
sales in 2012 amounted to approximately SEK 85 billion (equivalent to
approximately EUR 9.8 billion). SCA was founded in 1929, has its headquarters
in Stockholm, Sweden, and is listed on NASDAQ OMX Stockholm. INFORMATION OF
THE VINDA GROUP Vinda is an investment holding company incorporated in the
Cayman Islands with limited liability, whose Shares have been listed on the
Main Board of the Stock Exchange since 10 July 2007. Founded in 1985, the
Vinda Group is a leading manufacturer and brand seller of household paper
products in the PRC and Hong Kong. The Vinda Group attains strong brand
recognition with its tissue brand ‘‘Vinda’’ and offers a great variety of
household paper products including toilet paper, hanky, softpack, box tissue,
paper napkin, wet wipe, kitchen towel. The Vinda Group has also developed into
personal care business segment by owning the baby diaper brand ‘‘Babifit’’, as
well as the sanitary napkin brand ‘‘VIA’’, through V-Care Holdings Limited, an
associate held as to 41% by the Vinda Group. For the year ended 31 December
2012, the Vinda Group had about 8,000 employees and the audited revenue
amounted to approximately HK$6,024 million. Upon the Offers having become or
been declared unconditional in all respects, Vinda will become a subsidiary of
SCA and the financial results and financial position of the Vinda Group will
be consolidated in the financial statements of SCA. – 16 – REASONS FOR THE
OFFERS AND THE EXPECTED BENEFITS SCA believes that Vinda is well positioned
for growth within the tissue market in the PRC, and the Vinda Group could be
developed even further with the backing of SCA. SCA has been a minority
shareholder of Vinda since 2007 and would like to take a more active role in
the development of Vinda if it becomes the majority shareholder. Through a
larger shareholding, SCA would have a more significant influence on the future
direction of Vinda, which in turn encourage profitable value creation in a
number of areas, including manufacturing, branding, ‘‘go to market’’ approach
and category expansion into other markets. Becoming a majority shareholder is
also an important step that will allow SCA to explore potential opportunities
to create value in Vinda by sharing or entering into licensing arrangements
with Vinda in relation to the intellectual property rights of SCA (such as
brands and technical know-how). In particular, with a leading global position
in the ‘‘Away from Home’’ tissue markets, which are relatively under-developed
in the PRC, SCA would like to support the value creation and to increase its
investments in Vinda as a part of its own portfolio of businesses worldwide.
SCA also has operations in a number of other Asian countries, and believes
that the supply of additional products manufactured by Vinda through SCA’s
existing distribution channels represents a potential opportunity. The Offeror
further believes that the Share Offer provides an opportunity for the
Independent Shareholders to realise some or all of their Shares in return for
immediate cash. The Share Offer represents a 38.36% premium over the Last
Trading Date and 34.54% over the average closing price of approximately
HK$8.18 per Share for the last 30 consecutive trading days. Given the recent
trading levels, the Offeror believes that the Share Offer represents an
attractive premium to the prices at which the market has valued Vinda.
INTENTIONS OF THE OFFEROR IN RELATION TO THE VINDA GROUP Following completion
of the Offers, the Offeror will review the businesses of the Vinda Group to
consider and determine what changes, if any, would be necessary, appropriate
or desirable, long term and short term, in order to best organise and optimise
the businesses and operations of the Vinda Group and to integrate the same
within the SCA Group. The Offeror intends that the Vinda Group will continue
to operate its business in substantially its current state. However, the
Offeror reserves the right to make any changes that it deems necessary or
appropriate to the Vinda Group’s businesses and operations to better
integrate, generate maximum synergy and achieve enhanced economies of scale
with the other operations of the SCA Group. LISTING STATUS OF VINDA The
Offeror intends to maintain the listing status of Vinda on the Stock Exchange.
However, if the Offeror acquires the requisite percentage of the Offer Shares
to enable it to compulsorily acquire all the issued Shares as detailed in the
section headed ‘‘Compulsory Acquisition and Withdrawal of Listing’’ of this
announcement, it may (but is not obliged to) compulsorily acquire those Shares
not acquired by the Offeror under the Share Offer. Accordingly, assuming the
Share Offer becomes or is declared unconditional in all respects but the
Offeror does not effect the compulsory acquisition, each of the Offeror and
Vinda will undertake to the Stock Exchange to take appropriate steps following
the close of the Offers to ensure that such – 17 – number of Shares as may be
required by the Stock Exchange are held by the public within the prescribed
time frame. Any future transactions between the Vinda Group and the SCA Group
will be carried out on an arm’s length basis and in compliance with the
Listing Rules. If, upon the close of the Offers, less than the minimum
prescribed percentage applicable to Vinda, being 25%, of the issued Shares are
held by the public or if the Stock Exchange believes that (i) a false market
exists or may exist in the trading of the Shares or (ii) there are
insufficient Shares in public hands to maintain an orderly market, then the
Stock Exchange may exercise its discretion to suspend trading in the Shares.
COMPULSORY ACQUISITION AND WITHDRAWAL OF LISTING To the extent applicable, if
the Offeror, within four months of the posting of the Composite Document,
acquires not less than 90% of the issued Shares not being held by it at the
time of the posting of the Composite Document, the Offeror may (but is not
obliged to) compulsorily acquire those Shares not acquired by the Offeror
under the Share Offer in accordance with section 88 of the Cayman Islands
Companies Law. As at the date of this announcement, the Offeror has not
decided whether or not to exercise any right of compulsory acquisition in
respect of Vinda. Pursuant to Schedule I to the Takeovers Code, the Offeror
will include in the Composite Document a statement whether or not it intends
to avail itself of any powers of compulsory acquisition in respect of Vinda.
If the Offeror decides to exercise such right and completes the compulsory
acquisition, Vinda will become a wholly-owned subsidiary of the Offeror and an
application will be made for the withdrawal of the listing of the Shares from
the Stock Exchange pursuant to Rule 6.15 of the Listing Rules. The Offeror
will comply with Rule 15.6 of the Takeovers Code which requires that the
Offers may not remain open for more than four (4) months from the posting of
the Composite Document, unless the Offeror has by that time become entitled to
exercise the right of compulsory acquisition. Pursuant to Rule 2.11 of the
Takeovers Code, except with the consent of the Executive, where the Offeror
seeks to acquire or privatise Vinda by means of the Share Offer and the use of
compulsory acquisition rights, such rights may only be exercised if, in
addition to satisfying any requirement imposed by the Cayman Islands Companies
Law, acceptance of the Share Offer and purchases made by the Offeror and the
parties acting in concert with it during the four months after posting of the
Composite Document total 90% or more of the disinterested Shares (as defined
in the Takeovers Code). WARNING: If the level of acceptances of the Share
Offer reaches the prescribed level under the Cayman Islands Companies Law
required for compulsory acquisition and the requirements of Rule 2.11 of the
Takeovers Code are satisfied, and if the Offeror exercises its right of
compulsory acquisition in respect of Vinda, dealings in the Shares will be
suspended from the Closing Date up to the withdrawal of listing of the Shares
from the Stock Exchange pursuant to Rule 6.15 of the Listing Rules. FURTHER
TERMS OF THE OFFERS In addition to the Conditions set out in this
announcement, the Share Offer is made on the basis that acceptance of the
Share Offer by any person will constitute a warranty by such person or persons
to the Offeror that the Offer Shares acquired under the Share Offer are sold
by such person or persons free from all Encumbrances and together with all
rights attaching thereto as at the Closing Date or subsequently becoming
attached to them, including the right to receive in full all dividends
(whether final or interim) and other distributions, if any, declared, made or
paid on or after the Closing Date. – 18 – The Offers will be made in
compliance with the Takeovers Code which is administered by the Executive.
Sellers’ ad valorem stamp duty arising in connection with acceptance of the
Share Offer will be payable by each Accepting Shareholder at the rate of
HK$1.00 for every HK$1,000 or part thereof of the consideration payable by the
Offeror for such person’s Offer Shares and will be deducted from the cash
amount due to such Accepting Shareholder. The Offeror will pay the buyer’s ad
valorem stamp duty in relation to the Share Offer on its own behalf. No stamp
duty is payable in connection with the Option Offer. INDEPENDENT BOARD
COMMITTEE AND INDEPENDENT FINANCIAL ADVISER The Vinda Board comprises ten
Directors, four of whom (namely Mr. LI Chao Wang, Ms. YU Yi Fang, Ms. ZHANG
Dong Fang and Mr. DONG Yi Ping) are executive Directors, two of whom (namely
Mr. Johann Christoph MICHALSKI and Mr. Ulf Olof Lennart SODERSTROM, with Mr.
CHIU Bun being the alternate director to each of them) are non-executive
Directors and the remaining four of whom (namely Dr. CAO Zhen Lei, Mr. KAM
Robert, Mr. HUI Chin Tong, Godfrey and Mr. TSUI King Fai) are independent
nonexecutive Directors. An Independent Board Committee of Vinda, which
comprises Dr. CAO Zhen Lei, Mr. KAM Robert, Mr. HUI Chin Tong, Godfrey and Mr.
TSUI King Fai (each being an independent non-executive Director) has been
established by the Vinda Board to make a recommendation to the Independent
Shareholders as to whether the Share Offer is, or is not, fair and reasonable
and as to its acceptance and to the Optionholders as to its views on the
Option Offer. By reason of their respective position and/or involvement within
the SCA Group, Mr. Johann Christoph MICHALSKI (also President of SCA Global
Hygiene Category), Mr. Ulf Olof Lennart SODERSTROM (also President of SCA Asia
Pacific) and Mr. CHIU Bun (also the general counsel of SCA Asia Pacific) are
associates of the Offeror. Accordingly, they are considered to have an
interest in the Offers and will not act as a member of the Independent Board
Committee. An Independent Financial Adviser will be appointed (with the
approval of the Independent Board Committee) to advise the Independent Board
Committee in connection with the Offers. An announcement will be made by Vinda
as soon as possible after an Independent Financial Adviser has been appointed.
GENERAL MATTERS RELATING TO THE OFFERS Availability of the Offers The Offeror
intends to make the Share Offer and Option Offer available to all Independent
Shareholders and Optionholders, respectively, including those who are not
resident in Hong Kong. The making and the implementation of the Share Offer
and Option Offer to Independent Shareholders and Optionholders who are not
resident in Hong Kong may be subject to the laws of the relevant overseas
jurisdictions in which such Independent Shareholders and Optionholders are
located. Such Independent Shareholders and Optionholders should inform
themselves about and observe any applicable requirements and restrictions in
their own jurisdictions. Independent Shareholders and Optionholders who have
registered addresses outside Hong Kong and wish to accept the Offers should
satisfy themselves as to the full observance of the applicable laws and
regulations of the relevant – 19 – jurisdiction in connection therewith
(including the obtaining of any governmental or other consent which may be
required or the compliance with other necessary formalities and the payment of
any transfer or other taxes payable by such Accepting Shareholders and
Optionholders in such jurisdiction). In the event that the receipt of the
Composite Document by overseas Shareholders or Optionholders is prohibited by
any applicable laws and regulations or may only be effected upon compliance
with conditions or requirements in such overseas jurisdictions that would be
unduly burdensome, the Composite Document, subject to the Executive’s consent,
will not be despatched to such overseas Shareholders or Optionholders. The
Offeror will apply for any waivers as may be required by the Executive
pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any
arrangements for overseas Shareholders or Optionholders to collect the
Composite Document will be set out in a further announcement. Composite
Document It is the intention of the Offeror and Vinda to combine the Offer
Document with the Response Document in the Composite Document. The Composite
Document containing, among other things, details of the Offers (including the
expected timetable in relation to the Offers), a letter from the Independent
Board Committee and a letter from the Independent Financial Adviser in
relation to the Offers, together with the relevant forms of acceptance and
transfer, will be despatched to the Independent Shareholders and the
Optionholders as soon as practicable and in compliance with the requirements
of the Takeovers Code. Further agreements or arrangements As at the date of
this announcement: (i) save as disclosed in the section headed ‘‘Irrevocable
Undertakings’’ of this announcement, the Offeror and the parties acting in
concert with it have not received any other irrevocable commitment to accept
or reject the Offers; (ii) save as disclosed in the sections headed
‘‘Introduction’’ and ‘‘Holdings of Shares and Options by the Offeror and the
parties acting in concert with it’’ of this announcement, the Offeror and the
parties acting in concert with it do not hold any Shares, convertible
securities, warrants or options in Vinda; (iii) save as disclosed in the
section headed ‘‘Dealings in securities in Vinda’’ of this announcement, the
Offeror and the parties acting in concert with it have not acquired any voting
rights in or otherwise dealt for value in the Shares or rights over the Shares
during the 6-month period immediately prior to the date of this announcement;
(iv) there is no outstanding derivative in respect of the securities in Vinda
which has been entered into by the Offeror or any party acting in concert with
it; (v) save for the Options granted under the Share Option Scheme, there is
no outstanding options, warrants, derivatives or securities which may confer
any rights to the holder(s) thereof to subscribe for, convert or exchange into
Shares; – 20 – (vi) save as disclosed in the section headed ‘‘Irrevocable
Undertakings’’ of this announcement, there is no arrangement (whether by way
of option, indemnity or otherwise) in relation to the shares of the Offeror or
Vinda and which might be material to the Offers; (vii) save as disclosed in
the sections headed ‘‘Conditions to the Share Offer’’ and ‘‘Irrevocable
Undertakings’’ of this announcement, there is no agreement or arrangement to
which the Offeror is a party which relates to circumstances in which the
Offeror may or may not invoke or seek to invoke a condition to the Offers; and
(viii) there are no relevant securities (as defined in Note 4 to Rule 22 of
the Takeovers Code) in Vinda which the Offeror or any party acting in concert
with it have borrowed or lent. Close of the Offers The latest time on which
the Offeror can declare the Share Offer unconditional as to acceptances is 7 :
00 p.m. on the 60th day after the posting of the Composite Document (or such
later date to which the Executive may consent). If all the Conditions are
satisfied (or, if permissible, waived), Shareholders and Optionholders will be
notified as soon as possible by way of an announcement in accordance with the
Takeovers Code and the Listing Rules. DEALINGS DISCLOSURE In accordance with
Rule 3.8 of the Takeovers Code, associates of Vinda and the Offeror (including
persons who own or control 5% or more of any class of relevant securities
issued by Vinda or the Offeror) are hereby reminded to disclose their dealings
in the securities of Vinda pursuant to the Takeovers Code. For this purpose,
the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below:
‘‘Responsibilities of stockbrokers, banks and other intermediaries
Stockbrokers, banks and others who deal in relevant securities on behalf of
clients have a general duty to ensure, so far as they are able, that those
clients are aware of the disclosure obligations attaching to associates and
other persons under Rule 22 of the Takeovers Code and that those clients are
willing to comply with them. Principal traders and dealers who deal directly
with investors should, in appropriate cases, likewise draw attention to the
relevant rules of the Takeovers Code. However, this does not apply when the
total value of dealings (excluding stamp duty and commission) in any relevant
security undertaken for a client during any 7 day period is less than HK$1
million. This dispensation does not alter the obligation of principals,
associates and other persons themselves to initiate disclosure of their own
dealings, whatever total value is involved. Intermediates are expected to
co-operate with the Executive in its dealings enquiries. Therefore, those who
deal in relevant securities should appreciate that stockbrokers and other
intermediates will supply the Executive with relevant information as to those
dealings, including identities of clients, as part of that co-operation.’’ –
21 – The Offeror, its nominees or brokers or associates may from time to time
make certain purchases of, or arrangements to purchase, Shares other than
pursuant to the Share Offer, before or during the period in which the Share
Offer remains open for acceptance in compliance with the Takeovers Code. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases will be reported to the SFC and will be available on the website of
the SFC at http:// www.sfc.hk/. SUSPENSION AND RESUMPTION OF TRADING At the
request of Vinda, trading in the Shares on the Stock Exchange was suspended
with effect from 9 : 00 a.m. on 2 September 2013 pending the release of this
announcement. An application has been made by Vinda to the Stock Exchange for
the resumption of trading in the Shares on the Stock Exchange with effect from
9 : 00 a.m. on 9 September 2013. WARNING: Shareholders, Optionholders and/or
potential investors of Vinda should note that the Share Offer is subject to
the satisfaction or waiver (where applicable) of the Conditions, and the
Option Offer is subject to, and conditional upon, the Share Offer becoming or
being declared unconditional in all respects. Accordingly, the Offers may or
may not become unconditional. Shareholders, Optionholders and/or potential
investors of Vinda should therefore exercise caution when dealing in the
securities of Vinda (including the Shares and any options or rights in respect
of them). Persons who are in doubt as to the action they should take should
consult their licensed securities dealers or registered institutions in
securities, bank managers, solicitors, professional accountants or other
professional advisers. DEFINITIONS In this announcement, the following
expressions have the meanings set out below unless the context requires
otherwise: ‘‘Accepting Shareholders’’ the Independent Shareholders who accept
the Share Offer ‘‘acting in concert’’ has the meaning given to it in the
Takeovers Code ‘‘associate’’ has the meaning given to it in the Takeovers Code
‘‘Business Day’’ a day (other than Saturday or Sunday or a day on which a
black rainstorm warning or tropical cyclone warning signal number 8 or above
is hoisted in Hong Kong at any time between 9 : 00 a.m. and 5: 00 p.m.) on
which the Stock Exchange is open for the transaction of business ‘‘Cayman
Islands Companies Law’’ the Companies Law Cap. 22 (Law 3 of 1961, as
consolidated and revised) of the Cayman Islands ‘‘Chairman’’ Mr. LI Chao Wang,
the chairman of Vinda and an executive Director ‘‘Closing Date’’ the date to
be stated in the Composite Document as the first closing date of the Share
Offer or any subsequent closing date as may be announced by the Offeror and
approved by the Executive ‘‘Committed Parties’’ Fu An, the Chairman and Ms.
Zhang – 22 – ‘‘Composite Document’’ the Offer Document and the Response
Document to be issued jointly by the Offeror and Vinda in relation to the
Offers and in accordance with the Takeovers Code ‘‘Conditions’’ the conditions
to the Share Offer, as set out in the section headed ‘‘Conditions to the Share
Offer’’ of this announcement ‘‘Consents’’ any consent, approval,
authorisation, qualification, waiver, permit, grant, franchise, concession,
agreement, licence, exemption or order of, registration, certificate,
declaration or permission from, or filing with, or report or notice to, any
Relevant Authority(ies) or third parties, including those required under or in
relation to any concession rights or licences granted by the Relevant
Authority(ies) or third parties to the Vinda Group to carry out its
operations, whether under applicable laws or regulations, any agreement or
arrangement with such Relevant Authority(ies) or third parties, or otherwise
‘‘Despatch Date’’ the date of despatch of the Composite Document ‘‘Directors’’
directors of Vinda ‘‘Encumbrances’’ mortgage, charge, pledge, lien, option,
restriction, purchase right, right of first refusal, right of pre-emption,
voting trust or agreement, third-party right or interest, other encumbrance or
security interest of any kind, or another type of preferential arrangement
(including a title transfer or retention arrangement) having similar effect
‘‘EUR’’ Euros, the lawful currency adopted by 17 of the 28 member states of
the European Union ‘‘Executive’’ the Executive Director of the Corporate
Finance Division of the SFC and any of his delegates ‘‘Fu An’’ Fu An
International Company Limited, a company incorporated under the laws of the
British Virgin Islands with limited liability and a substantial shareholder of
Vinda ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong
Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Independent
Board Committee’’ the independent committee of the Vinda Board, comprising all
the independent non-executive Directors, namely Dr. CAO Zhen Lei, Mr. KAM
Robert, Mr. HUI Chin Tong, Godfrey and Mr. TSUI King Fai, established for the
purpose of making a recommendation to the Independent Shareholders and the
Optionholders in relation to the Offers ‘‘Independent Financial Adviser’’ the
independent financial adviser to be appointed by Vinda for the purpose of
advising the Independent Board Committee in relation to the Offers

‘‘Independent Shareholders’’ Shareholders other than the Offeror and the
parties acting in concert with it ‘‘Irrevocable Undertakings’’ the irrevocable
undertakings dated 6 September 2013 given by the Committed Parties in favour
of the Offeror ‘‘J.P. Morgan’’ J.P. Morgan Securities (Asia Pacific) Limited,
a registered institution under the SFO licensed to conduct Type 1 (dealing in
securities), Type 4 (advising on securities), Type 6 (advising on corporate
finance) and Type 7 (providing automated trading services) regulated
activities, which is the sole financial adviser to the Offeror in respect of
the Offers ‘‘Last Trading Date’’ 30 August 2013, being the last full trading
day prior to the suspension of trading in the Shares on the Stock Exchange
preceding the publication of this announcement ‘‘Listing Rules’’ the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
‘‘Ms. Zhang’’ Ms. ZHANG Dong Fang, the Chief Executive Officer of Vinda and an
executive Director ‘‘Offer Document’’ the document required to be issued by,
or on behalf of, the Offeror to all the Independent Shareholders and
Optionholders in accordance with the Takeovers Code, containing, among other
things, details of the Offers and the terms and conditions of the Offers
‘‘Offer Period’’ has the meaning given to it in the Takeovers Code ‘‘Offer
Share(s)’’ issued Share(s) other than those Shares already owned or agreed to
be acquired by the Offeror and the parties acting in concert with it
‘‘Offeror’’ SCA Group Holding BV, a company incorporated in the Netherlands
with limited liability and a direct wholly-owned subsidiary of SCA ‘‘Offers’’
the Share Offer and the Option Offer ‘‘Option Offer’’ the offer proposed to be
made by the Offeror in compliance with Rule 13 of the Takeovers Code to cancel
all the outstanding Options in accordance with the terms and conditions set
out in this announcement ‘‘Optionholders’’ the holders of the Options
‘‘Options’’ the 26,712,000 outstanding share options granted by Vinda pursuant
to the Share Option Scheme, whether vested or not ‘‘PRC’’ the People’s
Republic of China which, for the purpose of this announcement, shall exclude
Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan – 24
– ‘‘Relevant Authorities’’ any government, governmental, quasi-governmental,
statutory or regulatory authority, body, agency, tribunal, court or
institution in any jurisdiction that has the authority to grant permit,
license or approval or accept registration or filing in relation to the Offers
or otherwise ‘‘Relevant Options’’ 3,000,000 Options at an exercise price of
HK$5.42 and 936,000 Options at an exercise price of HK$8.648 held by Ms. Zhang
‘‘Relevant Shares’’ the 20,964,654 Offer Shares held by Fu An as at the date
of the Irrevocable Undertakings, representing approximately 2.10% of the
issued share capital of Vinda as at the date of this announcement ‘‘Response
Document’’ the document required to be issued by Vinda to all the Independent
Shareholders and Optionholders in accordance with the Takeovers Code
containing, among other things, a letter from the Vinda Board, a letter from
the Independent Board Committee and a letter from the Independent Financial
Adviser in relation to the Offers ‘‘SCA’’ Svenska Cellulosa Aktiebolaget SCA
(publ), a company incorporated in Sweden with limited liability and the
ultimate holding company of the Offeror, the issued shares of which are listed
on NASDAQ OMX Stockholm ‘‘SCA Group’’ SCA and its subsidiaries ‘‘SEK’’ Swedish
kronor, the lawful currency of Sweden ‘‘SFC’’ the Securities and Futures
Commission of Hong Kong ‘‘SFO’’ the Securities and Futures Ordinance (Cap. 571
of the Laws of Hong Kong) ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in
the share capital of Vinda ‘‘Share Offer’’ the voluntary conditional cash
offer to be made by J.P. Morgan for and on behalf of the Offeror to acquire
all of the outstanding Shares in the issued share capital of Vinda (other than
those Shares already owned or agreed to be acquired by the Offeror and the
parties acting in concert with it) in accordance with the terms and conditions
set out in this announcement ‘‘Share Offer Price’’ the price at which the
Share Offer will be made, being HK$11.00 per Offer Share ‘‘Share Option
Scheme’’ means the share option scheme adopted by Vinda on 19 June 2007, as
amended from time to time ‘‘Shareholder(s)’’ registered holder(s) of the
issued Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
‘‘subsidiaries’’ has the meaning given to it in the Listing Rules – 25 –
‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Repurchases
published by the SFC ‘‘Unconditional Date’’ the date on which the Offers
become or are declared unconditional in all respects ‘‘United States’’ or
‘‘US’’ United States of America ‘‘US$’’ United States dollars, the lawful
currency of the United States ‘‘US Exchange Act’’ the United States Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder ‘‘Vinda’’ Vinda International Holdings Limited, a company
incorporated in the Cayman Islands with limited liability, the issued Shares
of which are listed on the Main Board of the Stock Exchange (stock code: 3331)
‘‘Vinda Board’’ the board of Directors ‘‘Vinda Group’’ Vinda and its
subsidiaries ‘‘%’’ per cent For the purpose of illustration only, (i) the
amounts denominated in US$ have been translated into HK$ at the exchange rate
of US$1 to HK$7.78 and (ii) the amounts denominated in SEK have been
translated into EUR at the exchange rate of SEK1 to EUR0.1153. Such
translations should not be construed as a representation that the relevant
amounts have been, could have been, or could be converted at that or any other
rate or at all. By order of the board of directors of SCA Group Holding BV Jan
Torsten FRIMAN Director By order of the board of directors of Vinda
International Holdings Limited Zhang Dong Fang Director Hong Kong, 9 September
2013 As at the date of this announcement, the Vinda Board comprises executive
Directors, namely Mr. LI Chao Wang, Ms. YU Yi Fang, Ms. ZHANG Dong Fang and
Mr. DONG Yi Ping; nonexecutive Directors, namely Mr. Johann Christoph
MICHALSKI, Mr. Ulf Olof Lennart SODERSTROM and Mr. CHIU Bun (alternate
director to Mr. MICHALSKI and Mr. SODERSTROM) and independent non-executive
Directors, namely Dr. CAO Zhen Lei, Mr. KAM Robert, Mr. HUI Chin Tong, Godfrey
and Mr. TSUI King Fai. As at the date of this announcement, the board of
directors of the Offeror comprises of Jan Torsten FRIMAN, Jan Lennart PERSSON,
Iman DAMSTE´ , William Andrew VERMIE, Mukundkumar Ambalal AMIN and Duncan John
PARSONS. – 26 – All Directors jointly and severally accept full responsibility
for the accuracy of the information contained in this announcement (other than
the information relating to the Offeror and the parties acting in concert with
it), and confirm, having made all reasonable enquires, that to the best of
their knowledge, opinions expressed in this announcement (other than those
expressed by the Offeror and the parties acting in concert with it) have been
arrived at after due and careful consideration and there are no other facts
not contained in this announcement, the omission of which would make any
statement contained in this announcement misleading. The directors of the
Offeror jointly and severally accept full responsibility for the accuracy of
the information contained in this announcement (other than the information
relating to the Vinda Group), and confirm, having made all reasonable
enquires, that to the best of their knowledge, opinions expressed in this
announcement (other than those expressed by the Vinda Group) have been arrived
at after due and careful consideration and there are no other facts not
contained in this announcement, the omission of which would make any statement
contained in this announcement misleading.

SCA is a leading global hygiene and forest products company. The Group
develops and produces sustainable personal care, tissue and forest products.
Sales are conducted in about 100 countries under many strong brands, including
the leading global brands TENA and Tork, and regional brands, such as Lotus,
Libresse, Tempo and Libero. As Europe’s largest private forest owner, SCA
places considerable emphasis on sustainable forest management. The Group has
about 36,000 employees and sales in 2012 amounted to SEK 85bn (EUR 9.8bn). SCA
was founded in 1929, has its headquarters in Stockholm, Sweden, and is listed
on NASDAQ OMX Stockholm. For more information, visit www.sca.com

This information was brought to you by Cision http://news.cision.com

Contact:

For additional information please contact:
Johan Karlsson, VP Investor Relations, +46 8 788 51 30
Boo Ehlin, VP Media Relations, +46 8 788 51 36