SCA: The Acceptance Period for the Chinese Company Vinda Starts Today

  SCA: The Acceptance Period for the Chinese Company Vinda Starts Today

Business Wire

STOCKHOLM -- October 7, 2013

The complete prospectus for SCA’s public cash offer for the Chinese tissue
company Vinda is being published and distributed today. In connection
herewith, the acceptance period for Vinda’s shareholders is commenced.

On 9 September 2013 SCA (STO:SCAA)(STO:SCAB) announced that the company is
planning to make a cash offer for Vinda.

For more details, please see the joint announcement that follows below. The
prospectus is available on SCA´s website www.sca.com/ir. 

Stockholm, 7 October 2013

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

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

DESPATCH OF COMPOSITE OFFER AND RESPONSE DOCUMENT

IN RELATION TO

VOLUNTARY CONDITIONAL CASH OFFER FOR

VINDA INTERNATIONAL HOLDINGS LIMITED

Sole Financial Adviser to

SCA Group Holding BV

Joint Financial Adviser to

Vinda International Holdings Limited

Independent Financial Adviser to the Independent Board Committee

INTRODUCTION

Reference is made to (i) the announcements jointly issued by SCA Group Holding
BV (the ‘‘Offeror’’) and Vinda International Holdings Limited (‘‘Vinda’’)
dated 9 September 2013 and 30 September 2013 in relation to the voluntary
conditional cash offer by J.P. Morgan for and on behalf of the Offeror for
Vinda; and (ii) the composite offer and response document (the ‘‘Composite
Document’’) jointly issued by the Offeror and Vinda dated 7 October 2013 in
relation to the Offers. Unless otherwise stated, capitalised terms used herein
shall have the same meanings as those defined in the Composite Document.

File: A130964 (eng) 1st Proof (852) Time/date: 22: 08 04/10/2013 Cre8 (852)
36932600

– 1 –

DESPATCH OF COMPOSITE DOCUMENT

The Composite Document containing, among other things, (i) the expected
timetable in respect of the Offers; (ii) a letter from J.P. Morgan; (iii) a
letter from the Vinda Board; (iv) a letter from the Independent Board
Committee; and (v) a letter of advice from Somerley, the Independent Financial
Adviser to the Independent Board Committee, together with the Form(s) of
Acceptance (where applicable), have been despatched to the Independent
Shareholders and the Optionholders on Monday, 7 October 2013 in accordance
with the Takeovers Code.

Independent Shareholders and Optionholders are strongly advised to read the
Composite Document carefully, including the letter from the Independent Board
Committee and the advice from Somerley, before deciding whether or not to
accept the Offers.

WARNING: Independent 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. Independent 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.

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.

The Offers will be open for acceptance on and from Monday, 7 October 2013 and
the latest time and date for acceptance of the Offers is 4 : 00 p.m. on
Monday, 28 October 2013.

EXPECTED TIMETABLE

An expected timetable of the Offers is set out below:

Despatch date of the Composite Document . . . . . . . . . . . . . . . Monday,
7 October 2013

Opening date of the Share Offer and the Option Offer . . . . . . . . Monday, 7
October 2013

First Closing Date (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . .
. Monday, 28 October 2013

Latest time and date for acceptance of the Share Offer
and the Option Offer on the first Closing Date
(Notes 1 and 2) . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on
Monday, 28 October 2013

Announcement of the results of the Share Offer and
the Option Offer as at the first Closing Date, on the
website of the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . by 7:00 p.m. on Monday, 28 October 2013

File: A130964 (eng) 1st Proof (852) Time/date: 22: 08 04/10/2013 Cre8 (852)
36932600

– 2 –

Latest date for posting of remittances to the
Independent Shareholders and Optionholders in
respect of valid acceptances received by the
first Closing Date, assuming the Share Offer and
the Option Offer become, or are declared,
unconditional on such date (Note 3) . . . . . . . . . . . . . . . Wednesday, 6
November 2013

Latest time and date by which the Share Offer can
become or be declared unconditional as to
acceptance (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . 7:00 p.m. on Friday, 6 December 2013

Latest time and date by which the Share Offer
and Option Offer can become or be declared
unconditional in all respects . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . 7:00 p.m. on Friday, 27 December 2013

Notes:

1. In accordance with the Takeovers Code, the Offers must initially be open
for acceptance for at least 21 days following the date on which the Composite
Document is posted. The Offers will be closed for acceptances at 4: 00 p.m. on
Monday, 28 October 2013 unless the Offeror revises or extends the Offers in
accordance with the Takeovers Code. The Offeror has the right under the
Takeovers Code to extend the Offers until such date as it may determine in
accordance with the Takeovers Code (or as permitted by the Executive in
accordance with the Takeovers Code). The Offeror will issue an announcement in
relation to any extension of the Offers, which announcement will state either
the next Closing Date or, if the Share Offer is at that time unconditional as
to acceptances, a statement that the Offers will remain open until further
notice. In the latter case, at least 14 days’ notice in writing must be given
before the Share Offer and Option Offer are closed to the Independent
Shareholders and Optionholders who have not accepted the Share Offer and the
Option Offer, respectively.

2. Beneficial owners of the Offer Share(s) who hold their Offer Share(s) in
CCASS directly as an investor participant or indirectly via a broker or
custodian participant should note the timing requirements (set out in Appendix
I to the Composite Document) for causing instructions to be made to CCASS in
accordance with the General Rules of CCASS and CCASS Operational Procedures.
Acceptances of the Offers are irrevocable and are not capable of being
withdrawn, except in the circumstances as set out in the section headed
‘‘Right of Withdrawal’’ in Appendix I to the Composite Document.

3. Remittances in respect of the consideration payable for the Offer Share(s)
tendered under the Share Offer will be despatched by ordinary post to those
Independent Shareholder(s) accepting the Share Offer as soon as possible, but
in any event within seven Business Days from the later of the date of receipt
by the Registrar of all the relevant documents to render the acceptance under
the Share Offer complete and valid, and the date on which the Offers become or
are declared unconditional in all respects. Remittances in respect of the
consideration payable for the Option(s) tendered under the Option Offer will
be despatched by ordinary post to the office of Vinda in Hong Kong at Room
506, Tower 1, South Seas Centre, 75 Mody Road, Tsimshatsui East, Kowloon, Hong
Kong for collection by those Optionholders accepting the Option Offer as soon
as possible, but in any event within seven Business Days from the later of the
date of receipt by the Registrar of all the relevant documents to render the
acceptance under the Option Offer complete and valid, and the date on which
the Offers become or are declared unconditional in all respects.

File: A130964 (eng) 1st Proof (852) Time/date: 22: 08 04/10/2013 Cre8 (852)
36932600

– 3 –

4. In accordance with the Takeovers Code, when the Share Offer and the Option
Offer become or are declared unconditional in all respects, at least 14 days’
notice in writing must be given before the Share Offer and the Option Offer
are closed to those Independent Shareholder(s) and Optionholder(s) who
has/have not accepted the Share Offer and Option Offer, respectively. In
accordance with the Takeovers Code, except with the consent of the Executive,
the Share Offer may not become or be declared unconditional as to acceptance
after 7 : 00 p.m. on the 60th day after the day the Composite Document is
posted. Accordingly, unless the Share Offer has previously become
unconditional as to acceptances, the Share Offer and the Option Offer will
lapse after 7: 00 p.m. on Friday, 6 December 2013 unless extended with the
consent of the Executive. If the Share Offer becomes or is declared
unconditional as to acceptances, the Offeror may declare the Share Offer and
the Option Offer open for acceptances (i) up to the date that is four (4)
months from the day the Composite Document is posted or (ii) if the Offeror
has by that time become entitled to exercise compulsory acquisition rights,
until any such later date as the Offeror may choose to close the Share Offer
and the Option Offer in accordance with the Takeovers Code. The Option Offer
is conditional on the Share Offer becoming or being declared unconditional in
all respects and will remain open for so long as the Share Offer remains open
for acceptance.

All time and date references contained in the Composite Document and the
accompanying Forms of Acceptance are to Hong Kong times and dates.

IMPORTANT

Independent Shareholders, Optionholders and potential investors of Vinda
should exercise caution when dealing in the securities of Vinda (including the
Shares and any options or rights in respect of them). If they are in any doubt
about their position, they should consult their professional advisers. The
Offeror and Vinda remind their respective associates of the dealing
restrictions under the Takeovers Code and to disclose their permitted
dealings, if any, in any securities of Vinda.

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, 7 October 2013

As at the date of this announcement, the Vinda Board comprises executive Vinda
Directors, namely Mr. LI Chao Wang, Ms. YU Yi Fang, Ms. ZHANG Dong Fang and
Mr. DONG Yi Ping; non-executive Vinda 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
Vinda 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.

All Vinda 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. File: A130964 (eng) 1st
Proof (852) Time/date: 22: 08 04/10/2013 Cre8 (852) 36932600

– 4 –

The Offeror Directors 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.

File: A130964 (eng) 1st Proof (852) Time/date: 22: 08 04/10/2013 Cre8 (852)
36932600

– 5 –

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:
SCA
Johan Karlsson
VP Investor Relations
+46 8 788 51 30
or
Boo Ehlin
VP Media Relations
+46 8 788 51 36
 
Press spacebar to pause and continue. Press esc to stop.