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Ementor/Topnordic acquires Atea


19.06.2006 - Ementor ASA acquires Atea Holding AB to create the leading provider of IT infrastructure solutions and products in the Nordic region with NOK 13 billion in pro forma revenue and the third largest European provider of IT infrastructure measured on revenue. After the acquisition, the new Group will have the leading market positions in Sweden, Denmark, Norway and Finland.
Ementor ASA (Ementor) has entered into an acquisition agreement, whereby Ementor will acquire all the shares in Atea Holding AB (Atea) for a purchasing price of NOK 891 million (SEK 1.050 billion) on a cash and debt free basis. Atea is owned by 3i (48.7%), WM-data (48.7%) and Atea´s management (2.6%). The agreement is subject to approval by the competition authorities in Denmark, Sweden and Norway. The acquisition will be financed through a share issue in Ementor of some NOK 350-450 million to be completed before closing of the acquisition and the remaining through establishment of a committed factoring facility on account receivables for the combined group. The board of Ementor will, within a short period of time, decide whether the equity issue will be conducted in the form of (i) a rights offering with transferable subscription rights issued to current shareholders, (ii) a public share offering or (iii) a directed share issue. The share issue is subject to approval by the shareholders at the Extraordinary General Meeting in Ementor to be held on Tuesday 4th of July 2006. The Board of Ementor recommends its shareholders to approve the share issue.

Ementor/Topnordic and Atea are almost similar in size as measured by turnover, and the companies have complementary businesses in terms of geographical coverage as well as operational strengths and market positions in the Nordic region. The acquisition of Atea will add significant revenue to the Ementor Group in all Nordic countries with a total Group pro forma revenue in 2005 of NOK 2.3 billion in Norway, NOK 4.5 billion in Denmark, NOK 4.5 billion in Sweden and NOK 1.7 billion in Finland.

Atea is a leading provider of IT infrastructure in the Nordic market with a pro forma turnover of more than SEK 7.9 billlion and an EBITDA of SEK 159 million in 2005. The Company employs approx. 1 300 employees and has its headquarters in Kista, Sweden and operates from 22 offices in Sweden, 13 in Finland, 2 in Denmark and 1 in Norway.

Third largest in Europe
The acquisition will create the absolute leading provider of IT infrastructure solutions and products in the Nordic region with NOK 13 billion in pro forma revenue and the third largest European provider of IT infrastructure measured on revenue. The new Group will be the market leader in all four Nordic countries, and the acquisition is an important step in securing and creating a strong strategic platform for a future profitable growth in the Nordic region.

The expected annualised synergies of Ementor/Topnordic and Atea are roughly estimated to NOK 200 million including the synergies from the merger between Ementor and Topnordic (completed in March 2006).

The share issue will be presented to the Extraordinary General Meeting of Ementor ASA for approval on Tuesday 4th of July 2006. Assuming approval by Ementor ASA’s Extraordinary General Meeting of the share issue financing and approval from the relevant competition authorities, there is expected closing of the transaction in end of August 2006. Following the acquisition and the planned share issue, Ib Kunøe, through his control of Consolidated Holdings A/S, will remain the largest single shareholder in Ementor ASA.

Ib Kunøe, Chairman of Ementor ASA states:
“Ementor/Topnordic and Atea are a very strong combination and our ambition is to grow the new company out of the Nordic region. We have based our company on a strong leadership, competent and motivated employees with strong common values. Business wise we have a lean cost structure, an effective e-commerce platform and a long and strong relationship with our customers and partners. In all these aspects, the acquisition makes sense and when the companies are integrated, we will be able to expand outside the Nordic region to further capitalize on our unique and focused business model.”

Jo Lunder, CEO of Ementor ASA, states:
“The acquisition is a decisive step towards fulfilling our ambitions for the future. Ementor/Topnordic and Atea have complementary businesses and geographical coverage which opens up extended opportunities for shareholders, customers and employees.”

There will be arranged press conferences today, Monday 19th of June 2006, in Oslo, Norway at 09.30 a.m. at Felix Conference centre and through webcast at, in Copenhagen, Denmark at 11.00 a.m. at Ementor/Topnordic, Lautrupvang 6, Ballerup and in Stockholm, Sweden at 03.00 p.m. at Arlanda SkyCity.

Atrium Partners is engaged as exclusive financial advisor on the acquisition of Atea. SEB Enskilda ASA is appointed as Sole Lead Manager for the planned share issue.

About the Ementor Group
The Ementor Group is a leading provider of IT infrastructure solutions and products in the Nordic region. The Group has approximately 2 000 employees and is located in 18 cities across Norway, Denmark, Sweden and Finland. The Ementor Group uses both the Topnordic and Ementor brand in its business. Ementor ASA is listed on the Oslo Stock Exchange with approx. 13 800 shareholders and Consolidated Holdings A/S with the largest shareholding.

About Atea
Atea is a leading provider of independent IT-infrastructure in the Nordic region. Atea supports companies and organisations in increasing the use of IT by delivering products and service in all aspects of the customer’s investment within IT-infrastructure. Our service includes IT-product sourcing, infrastructure solutions and managed services. Atea consists of 1,300 co-workers in the whole Nordic region and have a turnover of more than 7,900 MSEK. Ownership structure consists of international Private Equity Company 3i and WM-data holding a 48.7% share each and management and key employees of 2.6%.


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