Offer to the Shareholders of Gambro AB

Transcription

1 Offer to the Shareholders of Gambro AB

2 THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This offer document including the related acceptance form contains important information and should be read carefully before any decision is made with respect to the Offer. In this Offer document, except as otherwise stated, references to Indap are to Indap AB, and references to Gambro are, depending on the context, to Gambro AB and its subsidiaries or to Gambro AB. References to Gambro Shares are to ordinary shares (series A shares carrying one vote and series B shares carrying one tenth of a vote) with a quotient value of SEK 1 in the share capital of Gambro. Holders of shares issued by Gambro should rely only on the information contained in this Offer document and information to which Indap has referred such investors. Indap has not authorized anyone to provide holders of shares issued by Gambro with information that is different. The information in this Offer document may only be accurate as of the date of this document and no representation is made that it was or will remain accurate on any other date. The information in this Offer document is furnished solely for the purpose of the Offer and may not be relied upon for any other purposes. Forward-looking statements This offer document and related offer documentation contains forward-looking statements. These statements appear throughout this offer document and such related documentation and are not guarantees of future performance and are subject to inherent risks and uncertainties. Forward-looking statements may be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as may, will, expects, believes, anticipates, plans, intends, estimates, projects, targets, forecasts, seeks, could, or the negative of such terms, and other variations on such terms or comparable terminology. Forward-looking statements include, but are not limited to, statements about the expected future business of Gambro resulting from and following the Offer. These statements reflect Indap s or Gambro s respective management s current expectations based upon information currently available to them and are subject to various assumptions, as well as risks and uncertainties that may be outside of their control. Actual results could differ materially from those expressed or implied in such forward-looking statements. Any such forward-looking statements speak only as of the date on which they are made and neither Indap nor Gambro undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise. The figures reported in this offer document have been rounded off as appropriate, including certain totals set out in the tables contained herein. Choice of law; Translation This offer document has been prepared in accordance with the laws of the Kingdom of Sweden, as well as relevant rules and regulations applicable to public offerings in Sweden. Swedish law, including, inter alia, the rules concerning public offers for the acquisition of shares laid down by the Swedish Industry and Commerce Stock Exchange Committee and the rulings of the Swedish Securities Council regarding interpretation and implimentation thereof, shall apply to the Offer. Any dispute arising out of the Offer shall be settled exclusively by Swedish courts applying Swedish law. A Swedish language version of this Offer document has been registered with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the SFSA ) in accordance with the provisions of Chapter 2 a, Section 5 of the Swedish Financial Instruments Trading Act of Registration with the SFSA does not imply that the SFSA guarantees that the factual information provided herein is correct or complete. In the event of any discrepancy between the English and the Swedish language versions, the English language version shall prevail, except that in respect of the information on Gambro on pages 14 through 52 the Swedish language version shall prevail. Information for shareholders outside Sweden The offer by Indap to the holders of Shares in Gambro to acquire all of the outstanding Shares not held by Investor, EQT (as defined herein) or Indap (the Offer ) pursuant to the terms and conditions presented in this offer document is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This offer document, the relevant acceptance form and any related offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country any such action will not be permitted or sanctioned by the offeror. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) in or into Australia, Canada or Japan, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada or Japan. Accordingly, this offer document, the relevant acceptance form and any related offer documentation are not being and should not be mailed or otherwise distributed, forwarded or sent in or into Australia, Canada or Japan. Indap will not deliver any consideration from the Offer into Australia, Canada or Japan. Specific information for U.S. Securities Holders The Offer described in this offer document is made for the securities of Gambro AB, a company organized under the laws of the Kingdom of Sweden, and is subject to the laws of the Kingdom of Sweden. It is important that U.S. holders understand that the offer document is subject to disclosure and takeover laws and regulations in Sweden that may be quite different from those in the United States. As applicable, Indap will comply with Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ). Indap does intend, however, to treat the Offer as one to which the Tier II Exemption mentioned in Rule 14d-1(d) under the Exchange Act is applicable. In addition, Indap has applied for an exemption from the U.S. Securities and Exchange Commission (the SEC ) from Rule 14e-5 under the Exchange Act, which prohibits a person making a tender offer from purchasing or making arrangements to purchase such securities other than pursuant to the tender offer from the time such offer is publicly announced until its expiration. You should, therefore, be aware that Indap may, from time to time, purchase or make arrangements to purchase Shares outside of the Offer from the time the Offer was announced until the expiration of the acceptance period of the Offer, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, in each case, to the extent permitted under the applicable Swedish laws and regulations and the exemption sought from Rule 14e-5 under the Exchange Act. No such purchases have been or may be made at prices higher than the Offer Price (as defined herein below) or on terms more favorable than those offered pursuant to the Offer unless the Offer Price is increased accordingly. Neither the SEC nor any securities commission of any state of the United States has (a) approved or disapproved of the Offer; (b) passed upon the merits of fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this offer document. Any representation to the contrary is a criminal offence in the United States.

3 Table of contents The Offer... 2 Background and reasons for the Offer... 3 Terms and conditions... 5 Description of Indap and its financing... 7 Tax issues in Sweden... 8 Statement by the Board of Directors of Gambro Fairness opinions Information on Gambro Summary of financial information Share capital and ownership structure Board of Directors, senior executives and auditors Extract from the articles of association of Gambro, etc Full-year report January 1 December 31, Investor and EQT in brief Report of the Board of Directors of Gambro Auditors report Addresses THE OFFER AND TIME TABLE IN BRIEF: For each series A and series B ordinary share (each, a Share ) in Gambro AB, SEK 111 in cash is offered. 1 Acceptance period: April 7, 2006 May 10, 2006 Estimated payment date: May 17, 2006 THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 17.00, STOCKHOLM TIME, ON WEDNES- DAY, MAY 10, 2006, UNLESS EXTENDED. SHARES TENDERED PURSUANT TO THIS OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION (SUBJECT TO EXTENSION), OR SUCH EARLIER DATE AS PROVIDED FOR IN THE OFFER DOCUMENT. 1 Which is subject to adjustment should Gambro pay any dividend or make any other distribution prior to the settlement of the Offer, as further disclosed herein. Special notice After the finalization of this offer document but before its registration with the Swedish Financial Supervisory Authority (Finansinspektionen), the Gambro Annual General Meeting resolved upon the dividend of SEK 1.30 per Share that was proposed by the Board of Directors (mentioned on pages 2, 5, 10, 29 and 38). The Gambro Annual General Meeting also resolved upon the proposed changes to the Articles of Association mentioned on page 27. TABLE OF CONTENT 1

4 The Offer Indap AB ( Indap ), indirectly jointly-owned by EQT IV ( EQT ) at 51% and Investor AB ( Investor ) at 49%, decided on April 3, 2006 to make a public cash offer to the shareholders in Gambro AB (publ) ( Gambro ) to tender all Shares in Gambro to Indap (the Offer ). Gambro is listed on the A-list of the Stockholm Stock Exchange (Stockholmsbörsen) (the SSE ). Indap is offering SEK 111 in cash (the Offer Price ) for each series A and series B share in Gambro. 1,2 The total value of the Offer amounts to SEK 38,257 million. Compared to Gambro s historical trading average share price on the SSE of approximately SEK 85 for the last 3 months prior to the announcement of the Offer, the Offer Price represents a premium of 30.5 percent (the corresponding premium on a cash free basis is 39.0 percent). 3 Compared to the closing share price on the SSE on March 31, 2006, the last trading day before the day on which the announcement of the Offer was made, of SEK 93 per share, the Offer Price represents a premium of 19.4 percent (the corresponding premium on a cash free basis is 24.2 percent). Neither Indap nor EQT currently owns any shares in Gambro. Investor is the largest shareholder in Gambro with 68,468,225 series A shares, equalling 19.9 percent of the share capital and 26.3 percent of the voting rights as at March 31, Investor has committed to transfer its shares into Indap upon completion of the Offer. Neither Indap, EQT nor Investor has acquired any shares in Gambro during the last six months preceding the day the Offer was launched. There are Directors on the Board of Directors of Gambro with connections to Investor or EQT, respectively (see section entitled Certain related party information on page 7 and Board of Directors, senior executives and auditors on pages 25 and 26). The Offer will be financed by equity and debt financing. Indap has received a binding credit commitment for the debt financing arranged by Citigroup Global Markets Limited and Morgan Stanley Bank International Limited. The conditions to the payment of the debt financing are set out on page 7 in this offer document. The Board of Directors of Gambro has decided to recommend the shareholders to accept the offer. The Offer is subject to the conditions stated on page 5 in this offer document. The Swedish Industry and Commerce Stock Exchange Committee s (Näringslivets Börskommitté, NBK) rules concerning public offers for the acquisition of shares and Securities Council s (Aktiemarknadsnämnden) rulings regarding interpretation and implementation thereof shall apply to the Offer. 1 Which is subject to adjustment should Gambro pay any dividend or make any other distribution prior to the settlement of the Offer. A dividend of SEK 1.30 per Share has been proposed by the Board of Directors of Gambro and with the proposed record date April 7, If the Gambro Annual General Meeting decides upon the proposed dividend, the adjusted Offer Price would be SEK After the finalization of this offer document but before its registration with the Swedish Financial Supervisory Authority (Finansinspektionen), the Gambro Annual General Meeting resolved upon the dividend of SEK 1.30 per Share that was proposed by the Board of Directors. 3 The premium on a cash free basis is calculated by deducting Gambro s net cash position of SEK 6,416 million as of December 31, 2005 from both the total offer value and Gambro s market capitalization and then dividing the adjusted offer value by the adjusted market capitalization. 2 THE OFFER

5 Background and reasons for the Offer In 1996, Investor indirectly through its holding in Incentive AB became the largest owner of the Gambro business. At the time of the acquisition, Investor held approximately 27 percent of the share capital and approximately 36 percent of the voting rights of Incentive. Incentive made a strategic decision to sell off all other activities and focus on the medical technology area. In 1998, as a consequence of this strategy Incentive merged with and changed its name to Gambro. Investor has actively participated in Gambro s development as its largest shareholder and currently holds 19.9 percent of the share capital and 26.3 percent of the votes. Since 1996, Gambro has continued to grow successfully and adjust its strategy in response to changing market dynamics. A major strategic decision was taken in 2005, when Gambro divested its U.S. dialysis clinics business, Gambro Healthcare U.S. to DaVita Inc. This heralded a new phase for Gambro and refocused Gambro on manufacturing of products for renal care as well as products and services in the related field of blood component technology. Investor has come to the conclusion that, by strengthening its ownership, it can more deeply involve itself in the company and facilitate the implementation of long-term value creating measures. Independently EQT has followed Gambro with interest and has a similar view on the fundamentals of Gambro s business. Investor and EQT believe that Gambro is best managed with Gambro being de-listed. When not being listed, the Company can further focus on its challenges and opportunities, and is not forced to take such restrictions as listed companies may encounter into consideration. Investor approached EQT in late January to explore the possibility of working together to accelerate the execution of growth orientated value creation measures for Gambro. Investor and EQT have since then evaluated a potential offer for Gambro. Based on the evaluation, the Boards of Directors of Investor and of EQT have reached a common understanding that their combined industrial competence and experience would create value long-term and act as a catalyst in the development of Gambro s businesses. Investor believes that its long term investment expertise as a reference shareholder in Gambro and the Healthcare & Life Sciences sector and its commitment to building best in class companies, coupled with EQT s established trackrecord as an active owner of private companies, will provide the leadership to implement an aggressive value enhancing growth strategy for Gambro. Investor and EQT have worked together in the past and maintain an ongoing relationship whereby certain executives and other prominent industrialists who are affiliated with Investor companies serve as senior advisors to certain EQT funds. EQT is independent from Investor but Investor is a sponsor of all funds managed by EQT, with its investments in such funds having a market value of approximately SEK 7.7 billion and with outstanding commitments to invest approximately SEK 5 billion more in such funds. On Investor s initiative, Investor and EQT first discussed the possibility of jointly making an offer for Gambro in January of During the next several weeks, Investor and EQT continued to discuss a potential offer for Gambro, including the fact that any such offer would be launched by a jointly held Swedish limited liability company that would be newly formed for the sole purpose of conducting any such offer. At the same time, each of Investor and EQT separately evaluated the merits of a potential offer for Gambro. Late January, 2006, each of Mr. Börje Ekholm (Investor s President and Chief Executive Officer) and Mr. Conni Jonsson (CEO of EQT s advisory company EQT Partners AB), separately notified Mr. Claes Dahlbäck, the Chairman of the Board of Directors of Gambro, that Investor and EQT were evaluating a potential offer for the publicly held shares of Gambro. At that time, senior management of Investor and EQT decided to retain Bain & Company as consultants, and in February of 2006, SEB Enskilda and Goldman Sachs were retained as financial advisers to Investor, EQT and Indap, in each case to assist in analyzing Gambro and any potential offer for Gambro. Morgan Stanley was retained as financial advisor to Investor. In addition, Investor, EQT and Indap also retained Advokatfirman Vinge KB, Davis Polk & Wardwell, Morgan, Lewis & Bockius LLP, and McKenna Long & Aldridge to advise them on Swedish, U.S. and U.S. regulatory legal issues, respectively, and Deloitte LLP to advise them on accounting and tax matters. During this time, Investor, EQT and Indap, together with their advisors, coordinated in conducting a due diligence review of Gambro s public documents without involvement of Gambro. On February 21, 2006, Mr. Sören Mellstig, the President and Chief Executive Officer of Gambro, asked Mr. Claes Dahlbäck, the chairman of Gambro, if he knew whether an offer for Gambro was under preparation. Mr. Dahlbäck explained that, to his understanding, Investor and EQT examined the possibilities for a potential offer. On February 22, 2006, Mr. Mellstig called Mr. Ekholm, who explained that Investor and EQT evaluated the possibilities for a potential offer. This was also confirmed by Mr. Ekholm at a meeting between him and Mr. Mellstig on February 24, Following that, Sören Mellstig informed Mr. Wilbur Gantz of this conversation with Mr. Ekholm. Around that time, Gernandt & Danielsson Advokatbyrå KB was engaged by Gambro as its Swedish legal advisors and Shearman & Sterling LLP as its US legal advisors. During March 2006, Lazard Frères & Co LLC and Carnegie Investment Bank AB were engaged by Gambro as financial advisors. During March 2006, Investor and EQT caused Indap to be established as a jointly held company. Investor and EQT hold 49% and 51%, respectively, of the capital stock BACKGROUND AND REASONS FOR THE OFFER 3

6 of Indap. Meanwhile, Investor and EQT also negotiated an agreement relating to the making of the Offer, Investor and EQT s shareholdings in Indap, the governance of Indap, and certain other obligations relating to the Offer. Pursuant to such agreement, Investor and EQT agreed, among other things, that (i) Investor and EQT would capitalize Indap with equity and subordinated shareholder loans, (ii) Investor would, in relation thereto transfer the shares that it currently owns to Indap at a value equivalent to the aggregate Offer Price for such shares upon the successful completion of the Offer, and (iii) Investor and EQT would cause Indap to obtain the financing which, together with the capital contributed by Investor and EQT, would be sufficient to pay the aggregate Offer Price. Investor and EQT also agreed that no condition to the Offer may be waived or amended by Indap without the consent of both of Investor and EQT. On March 13, 2006, an industrial company approached Mr. Ekholm to informally discuss a potential offer for the Gambro shares owned by Investor. That same company had approached Investor in the fall of 2005 with a similar proposal, at which time no agreements were reached and no formal offer was made. In each case, such company had proposed a potential per-share price for Gambro not insignificantly lower than SEK 106. Investor indicated that it would not be interested in selling its Shares or supporting a potential offer at such price. During March, Investor, EQT and Indap also initiated the preparation for the external debt financing required for the Offer, and Citigroup and Morgan Stanley were mandated in connection with such financing. On March 22, 2006, Indap submitted a letter addressed to the Chairman of the Board of Directors of Gambro indicating Indap s interest to acquire all of the Shares not already owned by Investor at a per-share price of SEK 106. Such letter also outlined the proposed conditions to the Offer, the proposed timetable and further due diligence required to be completed by Indap with the assistance of Gambro. On March 23, 2006, representatives of Gambro notified Stockholmsbörsen that representatives of Indap had submitted the aformentioned letter to the Board of Directors of Gambro. On March 23, 2006, representatives of Investor notified Stockholmsbörsen that a written proposal had been made to Gambro. On March 24, Mr. Ekholm received a telephone call from a private equity company, indicating that the company had a potential interest to put forward an offer to acquire Gambro. As of the announcement of the Offer, this company has however not reverted to Mr. Ekholm. On March 27, 2006, Gambro s Board of Directors held a special meeting, at which time Indap s written proposal was formally disclosed to members of Gambro s Board of Directors and the independent committee of the Board was formed. The independent committee of Gambro s Board of Directors (which does not include Mr. Claes Dahlbäck or Mr. Håkan Mogren and Ms. Adine Grate Axén due to their affiliations with EQT and Investor, respectively) is comprised of the remaining seven Directors. On March 28, 2006, after discussions and negotiations among representatives of Indap and representatives of the independent committee of the Board of Directors of Gambro and their respective financial and legal advisors, Indap indicated, and confirmed in a letter dated March 30, 2006, to Gambro that it would be prepared to increase its offer price to SEK 109 per share, following which Gambro indicated that it would be prepared to allow representatives of Indap to begin their limited confirmatory due diligence investigation of the company. A non-disclosure agreement was entered into on March 29, 2006 between Gambro, EQT and Investor (for themselves and for Indap). Over the next few days, Indap and its advisors conducted such due diligence review. On April 3, 2006, the independent committee of the Board of Directors of Gambro held a meeting after which discussions took place with representatives of Indap. As a result of these discussions, it was concluded that Indap was prepared to increase the proposed price to the Offer Price and that the independent committee would be prepared to recommend such an Offer. Subsequently, trading on the Stockholm Stock Exchange was briefly suspended at Gambro s request. On April 3, 2006 in the afternoon, Indap issued a press release announcing that it launched a public bid for Gambro at the Offer Price, and Gambro issued a press release that the independent committee of its Board recommended the Offer. Further reference is made to the information contained in this offer document, which has been prepared by the Board of Directors of Indap AB for the purpose of the Offer. The description of Gambro on pages in the offer document has been reviewed by the Board of Directors of Gambro. With the exception of the aforementioned information, assurance is given that, to the best knowledge of the Board of Directors of Indap AB, the information presented in the offer document conforms with actual conditions. Stockholm, April 4, 2006 Indap AB The Board of Directors 4 BACKGROUND AND REASONS FOR THE OFFER

7 Terms and conditions CONDITIONS FOR THE IMPLEMENTATION OF THE OFFER For each ordinary share of series A and series B respectively in Gambro, SEK 111 in cash is offered. No commission will be charged by the handling agent in the Offer (SEB Issue & Part-ownership Programs). In the event that Gambro pays out any dividend or other distribution to its shareholders, for which the record date occurs prior to settlement of the Offer, a corresponding deduction will be made to the cash amount payable under the Offer as set out in the previous paragraph. A dividend of SEK 1.30 per Share has been proposed by the Board of Directors of Gambro and with the proposed record date April 7, If the Gambro Annual General Meeting decides upon the proposed dividend, the adjusted Offer Price would be SEK CONDITIONS TO THE OFFER Completion of the Offer is conditional upon: I. the Offer is accepted to the extent that Indap becomes the owner of more than 90 percent of the total number of shares in Gambro; II. with respect to the Offer and the acquisition of Gambro receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in Indap s opinion, are acceptable 2 ; III. neither the Offer nor the acquisition of Gambro, is wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision, public authority decision or similar circumstance, which is actual or could reasonably be anticipated, outside the control of Indap and which Indap could not reasonably have foreseen at the time of the announcement of the Offer; IV. that, save as publicly announced by Gambro prior to the date the Offer was announced or as otherwise disclosed in writing to Indap prior to that date, Indap does not discover that any information publicly disclosed by Gambro or otherwise made available to Indap is materially inaccurate or misleading or that any material information which should have been publicly disclosed by Gambro has not been so disclosed; and V. there being no circumstances, which Indap did not have knowledge about at the time of the announcement of the Offer, that have occurred that have a material adverse effect upon Gambro s sales, results, liquidity or equity. Indap reserves the right to withdraw the Offer made in the event that it is clear that any of the above conditions are 1 After the finalization of this offer document but before its registration with the Swedish Financial Supervisory Authority (Finansinspektionen), the Gambro Annual General Meeting resolved upon the dividend of SEK 1.30 per Share that was proposed by the Board of Directors. 2 Necessary clearances from competition authorities are expected to be received by the end of the acceptance period. not fulfilled or can not be fulfilled. However, with regard to conditions (II), (III), (IV), and (V) such withdrawal will only be made provided that the defective fulfilment of such condition is of material importance to Indap s acquisition of shares in Gambro. Indap reserves the right to waive, in whole or in part, one or more of the conditions above in accordance with applicable laws and regulations, including, with respect to condition (I) above, to complete the Offer at a lower level of acceptance. 3 The Offer is not subject to any conditions concerning the availability of financing. Investor has committed to transfer its shares into Indap upon completion of the Offer. Such shares are thus taken into account when applying condition(i). See further below under Description of Indap and its Financing on page 7. ACCEPTANCE Shareholders in Gambro, whose shares are directly registered with VPC AB ( VPC ) (Swedish Securities Register Center) and who wish to accept the Offer must, during the period April 7, 2006 May 10, 2006, inclusive, sign and submit a duly completed acceptance form to: SEB Issue & Part-ownership Programs, R B6 SE Stockholm Sweden Acceptance forms may also be submitted to bank offices or other securities firms in Sweden for forwarding, or be sent by mail, to SEB Issue & Part-ownership Programs ( SEB ). Acceptance forms must be submitted or sent by mail in sufficient time prior to the final acceptance day in order to be received by SEB no later than (CET) on May 10, VPC account details of current holdings of shares in Gambro will be provided on the pre-printed acceptance form mailed together with this offer document. The shareholders should check that the information on the acceptance form is correct. Note that faulty or incomplete acceptance forms may be disregarded. Additional acceptance forms are supplied by SEB. NOMINEE REGISTERED HOLDINGS Shareholders in Gambro whose holdings are registered in the name of a nominee in the VPC system, such as a bank, or other nominee in the VPC system, will not receive this offer document or a pre-printed acceptance form. Such share-holders should instead contact the nominee to obtain a copy of the offer document. Acceptance shall be made 3 Notice of any such waiver or reduction of the minimum acceptence level will be made and announced by Indap by means of a press release in accordance with applicable rules and regulations including through Dow Jones news service and/or Pr Newswire. TERMS AND CONDITIONS 5

8 in accordance with instructions from the nominee of such shareholder. PLEDGED HOLDINGS Where shares in Gambro have been pledged in the VPC system, the shareholder as well as the pledgee must sign the acceptance form, and confirm on the acceptance form that the pledge shall cease upon the consummation of the Offer. This is to ensure that the pledge will be de-registered in the VPC system in respect of the relevant shares in Gambro, as the case may be, when delivered to Indap. CONFIRMATION NOTICES AND TRANSFER OF SHARES IN GAMBRO TO BLOCKED VPC ACCOUNTS Following receipt and registration by SEB of duly completed acceptance forms, the shares in Gambro will be transferred to a newly opened, blocked VPC account in the name of each shareholder. Each shareholder will receive as confirmation a VPC statement indicating the number of shares in Gambro transferred from the shareholder s original VPC account and a VPC statement showing the deposit of shares into the newly opened, blocked VPC account. SETTLEMENT Settlement will not commence until Indap has announced that the conditions for the Offer have either been satisfied or waived. Provided that such an announcement is made no later than May 12, 2006, settlement is expected to commence on or about May 17, Shareholders who accept the Offer will receive a confirmation in the form of a contract note. If the relevant shares in Gambro are registered with a nominee, the contract note will be sent by that nominee. Payment will be credited to the cash account tied to the VPC account of the shareholder. Shareholders who do not have such an account, and shareholders who have a bankgiro or plusgiro account, will receive payment in accordance with instructions on the distributed contract note. In connection with settlement, tendered shares in Gambro will be removed from the blocked VPC account, and the account will be closed. Shareholders will not receive notice confirming the closure of the blocked VPC account. Note that even if the shares in Gambro are pledged, payment will be made to the relevant bank account or in accordance with instructions on the contract note. RIGHT TO EXTEND THE OFFER, ETC Indap reserves the right to extend the acceptance period of the Offer and in connection thereto prescribe that above mentioned conditions also should apply during the extended 1 Notice of any such extension will be made and announced by Indap by means of a press release in accordance with applicable rules and regulations, including through the Dow Jones news service and/or PR Newswire. acceptance period, as well as to defer the date of settlement 1. RIGHT TO WITHDRAW ACCEPTANCE Shareholders in Gambro have the right to withdraw their acceptance. To be valid, a withdrawal must be received in writing by SEB (at the address above), before an announcement is made by Indap that the conditions for the completion of the Offer have been satisfied or, if such an announcement has not been made during the acceptance period, not later than (CET) on the last day that acceptance can be made. Shareholders in Gambro holding nominee registered shares wishing to withdraw acceptance shall do so in accordance with instructions from the nominee. If any conditions to the Offer, which Indap may waive, remain during any extension of the Offer, the right to withdraw an acceptance will apply in the same manner during any such extension of the Offer. MARKET PURCHASES OF SHARES OUTSIDE OF THE OFFER Indap has applied for exemptive relief from the SEC which would permit it to purchase or make arrangements to purchase Shares outside of the Offer from the time the Offer was announced until the expiration of the acceptance period of the Offer, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, in each case, to the extent permitted under the applicable Swedish laws and regulations and the exemption sought from the SEC. No such purchases have been made to date. No such purchases may be made at prices higher than the Offer Price or on terms more favorable than those offered pursuant to the Offer unless the Offer Price is increased accordingly. Any such future purchases will be made in compliance with applicable laws, rules and regulations. COMPULSORY PURCHASE, DE-LISTING AND STATUTORY MERGER As soon as possible following Indap s acquisition of shares representing more than 90 percent of shares in Gambro, Indap intends to call for compulsory purchase of the then outstanding minority shares. In connection hereto, Indap has the intention to have the Gambro shares de-listed from the SSE. Under Swedish law, outstanding shares may also be redeemed through a statutory merger for consideration in cash from the parent company. The procedure and applicable disclosure requirements are subject to detailed regulation in the Swedish Companies Act. Whether or not Indap will reach a 90 percent ownership in Gambro, Indap may wish to propose such an action and would in such case also comply with any applicable requirements laid down by the Swedish Securities Council, such as in its statement AMN 2005:2. 6 TERMS AND CONDITIONS

9 Description of Indap and its financing Indap is indirectly owned 51% by EQT and 49% by Investor. Indap s corporate registration number is The company was established on October 14, 2004 and registered with the Swedish Companies Registration Office (Bolagsverket) on October 29, Indap has never conducted and at present does not conduct any business and its sole business purpose is to make the Offer and take all actions to finance and complete the Offer and operate as parent company of Gambro. Investor has committed to transfer its shares into Indap upon completion of the Offer. Indap has received binding financing commitments, consisting of equity and subordinated shareholder loans, from Investor and EQT. Indap has furthermore entered into binding agreements regarding bank debt facilities (the Facilities ) arranged by Citigroup Global Markets Limited and Morgan Stanley Bank International Limited, and underwritten by Citibank, N.A. and Morgan Stanley Senior Funding, Inc. (together, the Banks ). Investor and EQT have approved the capitalisation of Indap 2 in an amount approved by the Banks as the capital base for the Facilities. The Offer is not subject to any conditions concerning the availability of financing. Indap has received a binding credit commitment for the debt financing from the Banks regarding the part of the consideration in the Offer that is to be financed through external debt financing. The remainder will be financed by EQT and Investor through direct or indirect equity contributions and subordinated shareholder loans to Indap. EQT and Investor have made no further financing commitment to the Banks and the Banks will have no other recourse as against EQT and Investor in relation to Indap s financing after EQT s and Investor s capitalisation of Indap as aforesaid. Drawdown pursuant to the credit commitment is subject to the conditions for the Offer being satisfied or waived (where such waiver requires consents from the Banks in certain circumstances). Besides the foregoing, the credit commitment does not include any conditions relating to Gambro or its business and is otherwise subject only to conditions which Indap and its owners in practice control, and to limited other conditions (such as it not becoming illegal for the lenders to provide funding, and the loan documentation remaining legal and binding), which are customary for a credit of this kind. The conditions to drawdown which Indap and its owners in practice control, and which Indap can thus not invoke in relation to the Offer, essentially relate to: that Indap is capitalized by Investor and EQT with agreed equity and subordinated shareholder loans (such capitalization being subject to the bank credit being available for drawdown) and that EQT and Investor continue to control Indap; that Indap acts in compliance with the Offer and laws and regulations relating to the Offer; that Indap perfects the agreed pledge over the shares acquired in Gambro; and that Indap is not in breach of any of certain limited key representations, undertakings, and events of default under the loan documentation (including that Indap is not insolvent or repudiating its obligations). In Indap s opinion the conditions for drawdown which Indap and its owners in practice control will be met, due to, among other things, the fact that Indap at present does not conduct any business and has been established only for the purpose of the Offer and the financing and completion thereof, and further due to Indap s general duty under the Offer to take appropriate measures in order to satisfy all conditions within its control. CERTAIN RELATED PARTY INFORMATION Adine Grate Axén, who is a Director of Gambro, is also a member of Investor s management group. She has in such capacity neither participated in Investor s decision-making in respect of Indap and Indap s Offer, nor in Indap s decisionmaking process in relation to the Offer or the terms and conditions for the Offer, but she has in her role as responsible for corporate finance at Investor participated in arranging the shareholders agreement between Investor and EQT and the financing of the transaction. Further, Håkan Mogren, who is also a Director of Gambro, is a Director of Investor but has not participated in Investor s deliberations and decision-making in respect of Indap and Indap s Offer. Indap has decided that the NBK rules on so called Management Buy-Out bids should be followed. Due to his chairmanship in Gambro, Claes Dahlbäck, also being Chairman of the Investment Committee of EQT, has not given any advice to EQT regarding Indap and its Offer for Gambro or participated in EQT s decision-making in relation to the Offer. Neither has he been present in any Investment Committee meeting with regard to the Offer. Sören Mellstig, President and Director of Gambro, is also chairman of one of the portfolio companies in EQT III. Peter H. Grassmann, Director of Gambro, is former chairman of one of the portfolio companies in EQT II and former advisor to EQT III. Sören Mellstig and Peter H. Grassmann have not given any advice to EQT regarding Indap and its Offer for Gambro or participated in EQT s decision-making in relation to the Offer. 1 The company name Indap AB is expected to be registered within short. 2 See further under CERTAIN RELATED PARTY INFORMATION regarding these approvals. DESCRIPTION OF INDAP AND ITS FINANCING 7

10 Tax issues in Sweden The following is a summary of certain Swedish tax issues related to the Offer. The summary relates to persons who are resident in Sweden for tax purposes, unless otherwise is stated, and is only intended to provide general information. The summary does not cover tax issues in cases where shares are held as current assets in business activities or by a partnership. The summary does not address the special tax rules regarding tax-exempt capital gains and tax-free dividends for legal entities which could be applicable on shares that are held for business purposes. 1 Furthermore, special tax provisions apply to certain categories of corporate shareholders. The tax treatment of each shareholder partly depends on the shareholder s specifi c situation. Therefore, each shareholder should consult a tax advisor as to the tax consequences relating to their particular circumstances resulting from the Offer. SWEDISH TAXATION UPON DISPOSAL OF SHARES IN GAMBRO For shareholders that accept the Offer and thereby dispose of their shares in Gambro, a liability for capital gains taxation will arise. A capital gain or capital loss is calculated as the difference between the net sales proceeds and the acquisition value of the shares disposed of. Please note that your acquisition value should be affected by (e.g.) your participation in the former redemption of shares in Gambro. 2 When calculating a capital gain or capital loss, the acquisition value for all shares in Gambro of the same class and type are added together and calculated collectively in accordance with the so-called average method (Sw. genomsnittsmetoden). Shares in Gambro of series A and of series B are not shares of the same class and type. As a result, capital gain or capital loss is calculated separately with respect to shares of series A and series B. Since the shares of both series are listed, the acquisition value may, alternatively, be determined as 20 percent of the net sales proceeds in accordance with the so-called standard method (Sw. schablonmetoden). With respect to shareholders in Gambro that dispose of their shares in accordance with the Offer, tax liability will arise at the time when a binding agreement is deemed to have been concluded. This entails that with respect to shareholders that accept the Offer during the acceptance period, tax liability should arise at the point of time when Indap implements the Offer. Private individuals For private individuals, income of capital such as interest, dividend and capital gains is taxed in the income category capital. The tax rate is 30 percent. As a principal rule, 70 percent of a capital loss is deductible for tax purposes. However, a capital loss on listed shares may be fully set off against capital gains on listed shares and other listed securities that are taxed as shares, but also against taxable capital gains on shares that are not listed. 3 Should a net loss arise in the income category capital, such net loss may reduce the tax on income from employment and business activities, as well as property tax. This tax reduction is granted at 30 percent of the net loss that does not exceed SEK 100,000 and at 21 percent of any remaining loss. Excess net loss not absorbed by these tax reductions cannot be carried forward to future years. Limited liability companies For limited liability companies, all income (including capital gains) is taxed as income from business activities. The tax rate is 28 percent. A capital loss on shares incurred by a limited liability company may only be set off against capital gains on shares and other securities that are taxed as shares. If a capital loss cannot be deducted by the company that has suffered the loss, it may be deducted against capital gains on shares and other securities that are taxed as shares incurred by another company in the same group of companies, provided each of these companies is entitled to 1 The tax exemption includes, somewhat simplified, partly listed shares that are held as capital assets (and not stock items) provided that the shares represent not less than 10 percent of the voting capital and have been held for not less than one year and partly unlisted shares that are held as capital assets. 2 SHAREHOLDERS: a) For shareholders in Gambro that participated in the redemption of shares year 2005, see SKV M 2005:40 at Skatteverket s home page ( b) For shareholders in Gambro that participated in the redemption of shares year 1998, see RSV S 1998:28 at Skatteverket s home page ( c) For shareholders in ASEA that received shares in Gambro as a tax free dividend distribution year 1991, see Skatteverket s home page under the heading Aktiehistorik Gambro ( d) For further information regarding certain transactions that could affect the taxable acquisition value, see Skatteverket s home page under the heading Aktiehistorik Gambro ( 3 New extended set-off rules came into force on 1 January 2006, which probably mean that a capital loss on listed shares may also be fully set off against capital gains on unlisted securities that are taxed as shares (as for example options). The new set-off rules probably include a change that was not intended, for which reason it can not be ruled out that the rules may be changed and limited again during this year. 8 TAX ISSUES IN SWEDEN

11 pay tax deductible group contributions to the other company. Furthermore, net capital losses on shares may be carried forward and be offset against capital gains on shares and other securities taxed as shares in future years without any limitation in time. Separate tax rules apply to certain categories of companies. Certain Swedish Tax Issues for Shareholders Not Resident in Sweden Holders of Gambro Shares not resident in Sweden for tax purposes will normally not be liable for capital gains taxation in Sweden upon disposal of the Gambro Shares (although see below regarding certain exceptions). The holders may, however, be liable for tax in their state of residence. Such holders should seek advice from their own tax advisor to determine the particular tax consequences to them of the Offer. Private individuals not resident in Sweden for tax purposes may be liable for capital gains taxation in Sweden upon disposal of Swedish shares if they have been residents in Sweden or have lived permanently in Sweden at any time during the year of disposal or the ten calendar years preceding the year of disposal. An applicable tax treaty for the avoidance of double taxation between Sweden and the holder s present state of residence may, however, limit this right to tax. A corporation not resident in Sweden may be liable to capital gains taxation in Sweden if the corporation has a permanent establishment or a fixed base of business in Sweden to which these securities are effectively connected. TAX ISSUES IN SWEDEN 9

12 Statement by the Board of Directors of Gambro STATEMENT OF THE BOARD OF DIRECTORS OF GAMBRO AB IN RELATION TO THE PUBLIC CASH OFFER FOR THE SHARES OF GAMBRO Background This statement is issued by the Board of Directors of Gambro AB ( Gambro ) pursuant to Item II.14 of the Näringslivets Börskommitté, NBK (the Swedish Industry and Commerce Stock Exchange Committee) Rules concerning Public Offers for the Acquisition of Shares (2003). Claes Dahlbäck, Håkan Mogren and Adine Grate-Axén have not participated and will not participate in the Board of Directors considerations of the matter due to conflicts of interest. Indap AB ( Indap ), indirectly jointly-owned by EQT IV ( EQT ) and Investor AB ( Investor ) has on April announced a public cash offer to the shareholders of Gambro to acquire all outstanding shares in Gambro (the Offer ). According to the press release issued by Indap dated April , Gambro s shareholders are being offered to tender their shares to Indap for the consideration of SEK 111 in cash per series A and B share in Gambro (the Offer Price ). The Offer Price is subject to adjustment should Gambro pay any dividend or make any other distribution prior to the settlement of the Offer. A dividend of SEK 1.30 per share has been proposed by the Board of Gambro and with the proposed record date April If the Gambro Annual General Meeting decides upon the proposed dividend, the adjusted Offer Price would be SEK According to the press release the acceptance period is expected to run from April to May The Offer is, among other conditions, conditional upon being accepted to such an extent that Indap becomes the owner of more than 90 percent of the total number of shares in Gambro. Investor is the largest owner in Gambro with 19.9 per cent of the shares and 26.3 per cent of the votes at the announcement of the Offer. Investor has committed to transfer its shares to Indap upon completion of the Offer. According to the press release, compared to Gambro s historical trading average share price on the Stockholm Stock Exchange of SEK 85 for the last 3 months ending March , the Offer Price represents a premium of 30.5 percent (the corresponding premium on a cash free basis is 39.0 per cent). Compared to the closing share price on the SSE on March 31, 2006, the last trading day before the announcement of the Offer, of SEK 93 per series A share, the Offer Price represents a premium of 19.4 percent (the corresponding premium on a cash free basis is 24.2 percent). The Board of Directors of Gambro has allowed a limited confirmatory due diligence prior to the announcement of the Offer since the Board of Directors considered that the possible offer was of interest for a decision by the shareholders. Furthermore, EQT and Investor have been presented with the speech, which Sören Mellstig, CEO and President will give at the annual general meeting of shareholders on April 4, Therefore, the speech is publicly disclosed in a separate press release simultaneously here with. The recommendation by the board of directors The Board of Directors has based its recommendation on an assessment of factors that the Board of Directors has deemed relevant in relation to the Offer, including, but not limited to assumptions regarding Gambro s businesses and financials. Gambro s Board of Directors has been assisted by financial and other advisors in relation to the evaluation of the Offer. Carnegie Investment Bank AB and Lazard Freres & Co. LLC have delivered fairness opinions to the Board of Directors of Gambro to the effect that, as of the date of the Offer and based upon and subject to the assumptions, considerations and limitations set forth therein and other factors each of them has deemed relevant, the Offer is fair, from a financial point of view, to the shareholders of Gambro. Based on the above, the Board of Directors recommends Gambro s shareholders to accept the Offer. 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. Stockholm 3 April 2006 Gambro AB Board of Directors After the finalization of this offer document but before its registration with the Swedish Financial Supervisory Authority (Finansinspektionen), the Gambro Annual General Meeting resolved upon the dividend of SEK 1.30 per Share that was proposed by the Board of Directors. 10 STATEMENT BY THE BOARD OF DIRECTORS OF GAMBRO