Statement by the independent committee of Board of Directors of Agromino in relation to the public offer by Mabon

This statement is made by the independent committee of the Board of Directors (the “Committee”) of Agromino A/S (the “Company” or “Agromino”) with regard to the mandatory bid (the “Offer” or the “mandatory offer”) launched by Mabon investiční fond s proměnným základním kapitálem a.s. (“Mabon” or the “Bidder”) in accordance with Chapter II.19 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).

Background

On 26 November 2018 Mabon announced a mandatory public offer to the shareholders and warrantholders of Agromino. Mabon, owning 43.05 per cent of shares and voting rights in Agromino, offers cash consideration of SEK 17 for 1 share and SEK 0.0034 for 1 warrant. The total volume of the Offer for shares and warrants of Agromino not held by Mabon amounts approximately to SEK 169.3 million. The Offer is subject to a condition precedent of obtaining the relevant anti-competition clearances. The Offer document is expected to be published on 14 December 2018. The acceptance period for the Offer is expected to start on 17 December 2018 and end on 18 January 2019.

Related parties

Mr. Petr Krogman, the Chairman of the Board of Agromino, has also a controlling interest in Mabon and acts as the Statutory and Financial Director of Mabon. In light of this conflict of interest Mr. Krogman has not participated and will further not participate in the Agromino’s Board of Directors processing of, or resolutions concerning, the Offer. With a view to this conflict of interest, Agromino’s Board of Directors has established the Committee consisting of Jan Urban and Jiří Vyskočil for the purposes of evaluating the Offer. The Committee has appointed Jan Urban as its chairman. The aforesaid conflict of interest also means that the Offer is subject to the provisions of Chapter III of the Takeover Rules. According to these provisions, the Committee is, inter alia, obliged to obtain and make public a fairness opinion from an independent expert.

The Committee’s recommendation

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

The Committee notes that the price per share offered by Mabon corresponds to a premium of approximately 3 per cent compared with the volume-weighted closing price for the shares in Agromino on Nasdaq Stockholm, Small Cap, during the period between 1 October 2018 and 23 November 2018, i.e. during forty trading days immediately preceding the announcement of the Offer. The Committee further notes that the price per share in the Offer equals to the price per share paid by Mabon for the acquisitions of shares representing 18.1 per cent of the shares and votes in Agromino, which acquisition was concluded conditionally on 27 September 2018 with the conditions being fulfilled on 21 November 2018. In addition, the Committee has taken into account that following the aforesaid acquisition Mabon owns 43.05 per cent of the shares in Agromino.

As part of the Committee’s evaluation of the Offer, the Committee has engaged Mangold Fondkommission AB, Stockholm, to provide fairness opinion regarding the Offer. According to the fairness opinion provided by Mangold, attached to this press release, the Offer is considered fair to Agromino’s shareholders from financial point of view.

Based on the above the Committee is of unanimous opinion that the Offer of SEK 17 for 1 share and SEK 0.0034 for 1 warrant of Agromino is, from financial point of view, fair.

Under the Takeover Rules the Committee is also required to present its opinion of the affects the implementation of the Offer may have on Agromino, and especially its employees, and its view on Mabon’s strategic plans for Agromino and the impact these plans could be expected to have on the employees and on the locations where Agromino conducts its business. The Committee notes that in its press release from 26 November 2018 Mabon states that it does not foresee any material changes with regard to Agromino’s operational sites and its management and employees, including employment conditions. Considering that representatives of Mabon have knowledge of Agromino’s business, the Committee assumes that this statement is correct and has no reason to take a different view.

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

 

Fairness opinion

 

12 December 2018

Agromino A/S

The independent committee

 

Investor enquiries

Mr. Petr Toman, CEO of Agromino A/S Tel: +38 044 586 4445

e-mail: mail@agromino.com

About Agromino

We are farmers and agribusiness managers, with operations in Ukraine, Russia and Estonia. Agromino A/S shares are traded on the main market of Nasdaq Stockholm.
For subscription to Agromino A/S announcements please contact us: mail@agromino.com. If you do not want to receive Agromino A/S press releases automatically in the future, please send an e-mail to the following address: unsubscribe@agromino.com.
This information is information that Agromino A/S is obliged to make public pursuant to the EU Market Abuse Regulation, article 17. The information was submitted for publication, through the agency of the contact person set out above, at 18:00 CET on 12.12.2018.

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