Securitas Direct AB (Sweden) - Dec 2007

unquote
01 December 2007

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ESML Interessenter AB, jointly owned by EQT V (c64%), Säkl AB (c8%), Melker Schörling AB (MSAB) (c10%) and Investment AB Latour (c17%), has made a public cash offer for Securitas Direct AB, a Swedish security services company. The shareholders of the company have been offered SKr 26 per share for each series B share, a 38.4% and 40.6% premium to the volume-weighted average closing price over the past three months, ending 12 November 2007. The A shares are not listed and are solely owned by Säkl, MSAB and Latour and currently they hold 15.5% of the shares, and 40.5% of the voting rights in the company. If the bid is accepted, all the A and B shares will be transferred to ESML Interessenter. The acceptance period spans from November 2007 to January 2008. The offer values the share capital of the company at approximately SKr 9.6bn. The new owners will initiate significant restructuring initiatives that are easier to implement with a privately-held company. “We have followed Securitas Direct for a long time and are impressed by the company’s position in a growing market. Together with the continuity, which the current main owners represent, we will accelerate the company’s growth in existing and new markets, which will require substantial capital investments,” says Harry Klagsbrun, senior partner at EQT.

Debt structure

Debt facilities were arranged by Bank of Scotland, Dresdner Kleinwort Limited, The Royal Bank of Scotland and Skandinaviska Enskilda Banken as mandated lead arrangers and underwriters. MezzVest and Partners Group underwrote the mezzanine financing.

Company

Securitas Direct was founded in 1988 as a division of Securitas Group. In 2006, Securitas demerged the company after concluding that it would operate more efficiently independently, and it was floated on the OMX. Securitas Direct focuses in security for homes and small companies and is active in three geographic markets: Nordic for Sweden, Finland, Norway and Denmark; Central for France, Belgium and the Netherlands; and Iberia for Spain and Portugal. At the end of 2006, it had 830,000 customers. Sales totalled SKr 3.3bn, operating income was SKr 223m and EBITDA was SKr 572m in 2006. The company has 4,000 employees and is headquartered in Malmö.

People

Harry Klagsbrun, senior partner at EQT, has worked on the transaction. Ulf Mattson is the chairman of the board, who previously was the president and CEO of Capio AB; a CEO of Mölnlycke Health Care AB; and president and CEO of Domco Tarkett Inc.

Advisers

Company - SEB Enskilda, Björn Arvidsson, John Abrahamson, Magnus Bernin, Michael Schrewelius, Peter Rabe (Financial Due Diligence)Equity - Citigroup, Peter Kjaer (Financial Due Diligence)Equity - Vinge, Christoffer Saidac, Michael Wigge (Legal)

Sourced from: Nordic unquote" 69 (Jan 2008)