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Nederman Acquires Dantherm Filtration

March 29, 2010
Nederman Holding AB has doubled its business to become the global market leader in industrial air filtration. This has been achieved by Nederman acquiring Dantherm Filtration - a leading manufacturer of industrial air filtration equipment. Dantherm Filtration (excluding the business not taken over in France) had sales in 2009 of around SEK 980 million, a headcount of slightly over 900 and is a business area of the listed Danish Group, Dantherm A/S.

The acquisition of Dantherm Filtration is in line with Nederman's strategy of acquiring businesses that complement existing products and systems in customer-focused areas. The acquisition is also in line with Nederman's strategy of expanding its customer base and their customer areas. The acquisition also continues Nederman’s strategy of expanding in the value chain by selling systems and an increasing amount of aftermarket sales.

Dantherm Filtration is a company that complements Nederman in terms of range, customers, and strategy. Both companies work largely with the same customer groups, but Dantherm Filtration can offer filtration systems with much higher capacities. Nederman will now be able to offer and sell even larger systems to its existing customer segments, while at the same time it gains a complete range – for smaller to larger facilities.

The purchase price amounts to DKK 280 million (approx. SEK 364 million) on a debt-free basis (enterprise value). The acquisition is expected to be completed end of April 2010. Integrating the activities will take place gradually and is expected to be fully implemented in 2011. The acquired business is expected to be consolidated into the Nederman Group from the day it is taken over.

“The acquisition of Dantherm Filtration provides products and expertise that complement Nederman in strategically important areas,” said Sven Kristensson, Nederman’s CEO. “Dantherm Filtration has a wide range of large, advanced filtration systems that, coupled with Nederman's existing product range, will make Nederman a world leader in industrial air cleaning.”

“Nederman is a very good new owner for Dantherm Filtration,” said Torben Duer, Dantherm A/S’s CEO. “I see significant potential in this deal where the companies together will become a leader in industrial air. Both businesses will benefit greatly from the marketing and sales synergies in the transaction.”

The transaction in brief:

• Nederman acquires Dantherm Filtration at a purchase price of DKK 280 million, on a debt-free basis (enterprise value) equivalent to around SEK 364 million

• The transaction’s financing is guaranteed

• The transaction is expected to be completed en of April 2010

• The acquisition does not include Dantherm Filtration’s French business whose operations Nederman deems to be outside its core business

• The acquisition is not conditional on approval of the authorities

• The additional total surplus value is estimated to be around SEK 60 million

Effects on the Nederman Group's financial position:

• Integration and restructuring costs are not expected to exceed SEK 100 million. Transaction costs will impact Nederman's results by around SEK 15 million in Q2 2010.

• Nederman has secured long-term bank financing for the acquisition through an advance credit commitment from Skandinaviska Enskilda Banken (publ). As part of the agreement with the bank, Nederman's two largest shareholders, Investment AB Latour and Ernströmgruppen AB, have provided guarantees. These guarantees mean that Investment AB Latour and Ernströmgruppen AB (in relation to their holding) commit themselves, for a two-year period, to guarantee for a possible rights issue of up to SEK 200 million in Nederman, in the event of a rights issue becoming relevant.

“If the economy develops as expected, it is very unlikely that a new issue will be carried out,” said Kristensson. “That our principal owners are making this undertaking to the bank, I see as a very strong signal of their long-term commitment and their strong confidence in Nederman, and the acquisition of Dantherm Filtration.”

Together, these companies will form the largest, world-leading player in industrial air filtration. Dantherm Filtration supplements Nederman with filtration systems that make it possible to offer complete solutions for industrial air filtration. These include large and medium-sized filters aimed primarily at the manufacturing industry.

Nederman complements Dantherm Filtration’s solutions including extraction systems, arms, and high-vacuum solutions used for guaranteeing a good working environment.

This acquisition allows Nederman to expand its customer base and customer areas. In cases where the companies target the same customers, it currently occurs with different applications. The merger is therefore primarily complementary, opening up expansion in the value chain by selling systems.

Nederman, one of the world’s leading environment technology companies, develops, produces, and markets its own products and systems for the extraction and filtration of dust, welding smoke. and vehicle exhaust fumes. The company's comprehensive range of hose and cable reels makes work more effective by being connected directly to the workplace giving convenient access to oil, air, water, gas, and electricity. For more information, visit www.nederman.com.

Dantherm Filtration is a world-leader in air filtration focusing on individual solutions for the manufacturing and process industries. Dantherm Filtration’s solutions can be found in a variety of application areas and in many different industries. The company markets internationally recognized brands - Airmaster, BMD Garant, Ventilatorverken, and Nordfab. Dantherm Filtration offers a wide explosion-approved range for handling dry particles, including in the composite processing industry but also in the paper and wood industries as well as the food, pharma, and chemical industries. For more information, visit www.danthermfiltration.com.