SCA Has Completed the Offer for Vinda

  SCA Has Completed the Offer for Vinda

Business Wire

STOCKHOLM -- November 11, 2013

Regulatory News:

SCA (STO:SCAA)(STO:SCAB) has completed its offer for the Chinese tissue
manufacturer Vinda and is now the majority shareholder with 59.95% of the
shares.

SCA is now the majority shareholder of Vinda, which is the third largest
tissue company in China. China is the second largest tissue market globally.

“It is positive that we are now the majority shareholder of Vinda. We see the
potential to further strengthen the company. Vinda is a well-known and
well-managed company in the fast-growing Chinese market,” says Jan Johansson,
President and CEO of SCA.

“Since its beginnings back in 1985, Vinda has grown and captured market shares
in the tissue segment. SCA aims to develop collaboration with Vinda and
utilize its extensive and robust distribution network,” says Jan Johansson.

SCA will consolidate Vinda as of the first quarter of 2014.

For more details, read the joint announcement included below.

Stockholm, November 11, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this joint 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 joint
announcement.

This joint 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 joint 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

VOLUNTARY CONDITIONAL CASH OFFER BY J.P. MORGAN SECURITIES (ASIA PACIFIC)
LIMITED

FOR AND ON BEHALF OF SCA GROUP HOLDING BV

FOR VINDA INTERNATIONAL HOLDINGS LIMITED

(1) CLOSE OF THE OFFERS

(2) SETTLEMENT OF THE OFFERS

AND

(3) WAIVER OF PUBLIC FLOAT REQUIREMENT

Sole Financial Adviser to

SCA Group Holding BV

Joint Financial Adviser to

Vinda International Holdings Limited

Independent Financial Adviser to the Independent Board Committee

CLOSE OF THE OFFERS AND LEVEL OF ACCEPTANCES

The Offeror announces that the Offers closed at 4: 00 p.m. on 11 November
2013.

As at 4 : 00 p.m. on 11 November 2013, valid acceptances of the Share Offer
have been received in respect of 393,768,528 Offer Shares (representing
approximately 38.68% of the voting rights in Vinda on a fully-diluted basis as
at the date of this joint announcement, and which include the acceptance by Fu
An in accordance with the Fu An Undertaking). As at 4 : 00 p.m. on 11 November
2013, valid acceptances of the Option Offer have been received in respect of
6,902,000 Options (which include the acceptance by Ms. Zhang in accordance
with the Zhang Irrevocable Undertaking).

WAIVER OF PUBLIC FLOAT REQUIREMENT

Following completion of the transfer of the 393,768,528 Offer Shares tendered
for acceptance by the Independent Shareholders in respect of the Share Offer
to the Offeror at the close of the Share Offer, 152,658,680 Shares will be
held by the public, who are independent of the directors, chief executive or
substantial shareholders of Vinda or its subsidiaries or any of their
respective associates, representing approximately 15.29% of the issued share
capital and voting rights of Vinda, at the close of the Offers. Accordingly,
following the close of the Offers, Vinda does not satisfy the minimum public
float requirement under Rule 8.08(1)(a) of the Listing Rules. Vinda has
applied to the Stock Exchange for a temporary waiver from strict compliance
with Rule 8.08(1)(a) of the Listing Rules for the period from 11 November 2013
to 10 February 2014 (both dates inclusive).

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 and 30 September 2013 in relation to the Offers; (ii) the
composite offer and response document jointly issued by the Offeror and Vinda
dated 7 October 2013 in relation to the Offers (the ‘‘Composite Document’’);
(iii) the announcement jointly issued by the Offeror and Vinda in relation to
the despatch of the Composite Document dated 7 October 2013; and (iv) the
announcement jointly issued by the Offeror and Vinda in relation to the Offers
becoming unconditional in all respects dated 28 October 2013. Unless otherwise
stated, capitalised terms used herein shall have the same meanings as those
defined in the Composite Document. All time and date references contained in
this joint announcement are to Hong Kong times and dates.

CLOSE OF THE OFFERS AND LEVEL OF ACCEPTANCES

The Offeror announces that the Offers closed at 4 : 00 p.m. on 11 November
2013.

As at 4 : 00 p.m. on 11 November 2013, valid acceptances of the Share Offer
have been received in respect of 393,768,528 Offer Shares (representing
approximately 38.68% of the voting rights in Vinda on a fully-diluted basis as
at the date of this joint announcement, and which include the acceptance by Fu
An in accordance with the Fu An Undertaking).

Taking into account the 216,431,897 Shares (representing approximately 21.26%
of the voting rights in Vinda on a fully-diluted basis as at the date of this
joint announcement) held, controlled or directed by SCA Hygiene Holding AB
prior to the commencement of the Offer Period on 9 September 2013, the Offeror
and parties acting in concert with it are interested in an aggregate of
610,200,425 Shares (representing approximately 59.95% of the voting rights in
Vinda on a fully-diluted basis as at the date of this joint announcement).
Save for the above, none of the Offeror or the parties acting in concert with
it held, controlled or directed any Shares or any rights over Shares prior to
the commencement of the Offer Period. Save for the acceptances of the Share
Offer described above, the Offeror and the parties acting in concert with it
have not acquired or agreed to acquire any Shares or rights over Shares during
the Offer Period. None of the Offeror or the parties acting in concert with it
has borrowed or lent any relevant securities (as defined under Note 4 to Rule
22 of the Takeovers Code) in Vinda during the Offer Period.

As at 4 : 00 p.m. on 11 November 2013, valid acceptances of the Option Offer
have been received in respect of 6,902,000 Options (which include the
acceptance by Ms. Zhang in accordance with the Zhang Irrevocable Undertaking).

SETTLEMENT OF THE OFFERS

Remittances in respect of the consideration (after deducting the seller’s ad
valorem stamp duty) payable for the Offer Shares tendered under the Share
Offer has been and will be despatched by ordinary post to those Independent
Shareholders who accepted the Share Offer at their own risk within seven (7)
Business Days following the date of receipt by the Registrar of all the
relevant documents to render the acceptance by such Independent Shareholders
under the Share Offer complete and valid.

Remittances in respect of the consideration payable for cancellation of the
Options tendered under the Option Offer has been and will be despatched by
ordinary post at the own risk of those Optionholders who accepted the Option
Offer 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
such Optionholders within seven (7) Business Days following the date of
receipt by the Registrar of all the relevant documents to render the
acceptance by such Optionholders under the Option Offer complete and valid.

WAIVER OF PUBLIC FLOAT REQUIREMENT

Following completion of the transfer of the 393,768,528 Offer Shares tendered
for acceptance by the Independent Shareholders in respect of the Share Offer
to the Offeror at the close of the Share Offer, 152,658,680 Shares will be
held by the public, who are independent of the directors, chief executive or
substantial shareholders of Vinda or its subsidiaries or any of their
respective associates, representing approximately 15.29% of the issued share
capital and voting rights of Vinda, as at the close of the Offers.
Accordingly, following the close of the Offers, Vinda does not satisfy the
minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules.

Accordingly, Vinda has applied to the Stock Exchange for a temporary waiver
from strict compliance with Rule 8.08(1)(a) of the Listing Rules for the
period from 11 November 2013 to 10 February 2014 (both dates inclusive). As
disclosed in the Composite Document, the directors of the Offeror and Vinda
have jointly and severally undertaken to the Stock Exchange to take
appropriate steps following the close of the Offers to ensure that sufficient
public float exists in the Shares.

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, 11 November 2013

As at the date of this joint announcement, the 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 joint 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 Directors jointly and severally accept full responsibility for the
accuracy of the information contained in this joint 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 joint 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 joint announcement, the omission of which would
make any statement contained in this joint announcement misleading.

The directors of the Offeror jointly and severally accept full responsibility
for the accuracy of the information contained in this joint 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 joint 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 joint announcement, the omission of which
would make any statement contained in this joint 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
or
Boo Ehlin, VP Media Relations
+46 8 788 51 36
 
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