Combination of C.TYBRING-GJEDDE ASA (OSE: CTG) and Andvord AS
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PRESS RELEASE
Combination of C.TYBRING-GJEDDE ASA (OSE: CTG) and Andvord AS
Oslo, 16 June 2005 – Two of Norway’s long-established wholesale and retail companies, C.TYBRING-GJEDDE ASA (OSE: CTG) and Andvord AS have today entered into a contract to merge their operations, thus establishing the Nordic region’s largest company selling and distributing office and consumer materials.
The transaction will be implemented based on an agreement between two equal parties. Technically, the transaction will be carried out by CTG, a publicly listed company, acquiring all the shares in Andvord AS. In return, CTG shall give Andvord AS 95,250,000 new shares in CTG. The combined company will be named Andvord Tybring-Gjedde ASA (”ATG”) and its registered office will be in Oslo. The agreement has been entered into on the proviso that the due diligence results are satisfactory and that the necessary approvals are obtained from the public authorities and CTG’s General Meeting. An extraordinary general meeting is planned to be held in August 2005. A prospectus will be prepared and published before the shares received in remuneration are listed on the Oslo Stock Exchange.
Michel Andvord, the CEO of Andvord, will be nominated for election as the Chairman of the Board, while Bjørn Maarud, the CEO of CTG, will become the CEO of the combined company. Henning Olset will be offered the position as CFO and Søren Knudsen (the current Finance Director of Andvord AS) will be offered the position as COO of ATG.
Andvord is a family-owned group of companies that runs its operations through the group companies Rich Andvord AS (contract stationer), EMO AS (wholesaler), Rich Andvord Grafisk AS, Casinus AS (70% owned by Andvord AS) and Grieg Kalenderforlag AS. The Andvord Group’s revenues in 2004 amounted to MNOK 1,000, and the Group achieved an operating profit before goodwill amortizations of MNOK 60. The Andvord Group has 370 employees.
CTG, which is a listed company, runs its operations through the group companies CTG ASA (contract stationer in Norway), TG Skrivab AB (contract stationer in Sweden) and Binders Norge AS (a retail chain). The CTG Group’s revenues in 2004 amounted to MNOK 1,454 and the Group achieved an operating profit of MNOK 39. The CTG Group has 498 employees.
The new ATG Group will have a staff of approximately 870 and will be the Nordic region’s largest company within the Group’s main business areas. No significant downsizing is expected in connection with the combination of CTG and Andvord.
”The decision to combine CTG and Andvord is strategically important and industrially correct,” says CEO Bjørn Maarud. ”CTG has considerably streamlined and enhanced the efficiency of its own operations over the past two years. We have realised for a long time that consolidation is necessary in this sector. Together with Andvord, we are now in a position to be an active driving force in this consolidation process. The merger with Andvord will be beneficial for the customers, shareholders and employees of both companies. These companies complement each other in their mutual expertise, market segments, organisation, products and distribution networks. A coordination of these operations will result in a large competitive company. The new ATG Group will be the most complete supplier in its industrial segment in the Nordic region, and will be better equipped to compete in the Nordic market.”
”Given its product range and distinct market concepts, the new company will be unique in the Norwegian and Nordic market,” says Michel Andvord. ”The combination of the companies will produce considerable synergies. Together with CTG, we have estimated the annual gains to be MNOK 40-50. This transaction will improve our competitive ability, which over time will also lead to a more secure workplace and one which is better at developing expertise,” says Andvord. The Norwegian direct-sales operations in Rich Andvord AS and CTG ASA will be merged to form one operational unit in the new ATG Group. The activities of Binders Norge AS, TG Skrivab AB and EMO AS willremain unchanged. The same applies to Rich Andvord Grafisk AS, Grieg Kalenderforlag AS and Casinus AS, which to varying degrees supply goods and services to the ATG Group’s own sales and distribution channels and directly to the market.
The shares received in remuneration will equal 45.0 per cent of the total number of outstanding shares in the combined company. The number of shares in CTG is currently 116,433,393. After the transaction, the largest shareholders will be based on the current ownership:
1. Andvord Holding AS 45.0% 2. Investment AB Öresund 10.9% 3. Ferd AS Invest 4.7%
For further information, please contact:
CEO Bjørn Maarud, tel: +47 22 32 95 01, mob: +47 900 20 724, e-mail [email protected]
CEO Michel Andvord, tel: +47 22 72 64 10, mob: +47 982 20 310, email [email protected] www.tybring-gjedde.com www.andvord.no