This press release may not, directly or indirectly, be distributed or published in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. The offer is not being made to (and acceptances will not be accepted from) persons in those countries or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law. Stockholm, Sweden, December 19, 2011 Cidron Delfi Intressenter announces a recommended public all cash offer to the shareholders of Orc Cidron Delfi Intressenter AB 1 ( Cidron Delfi Intressenter ), a company indirectly wholly owned by Nordic Capital VII Limited 2 ("Nordic Capital Fund VII"), hereby announces a recommended all cash offer to the shareholders in Orc Group AB ( Orc or the Company ) to acquire all the shares in Orc for SEK 86.00 in cash per share (the Offer ). Orc s shares are listed on NASDAQ OMX Stockholm ( NASDAQ OMX ), Mid Cap. The Offer in brief Cidron Delfi Intressenter offers SEK 86.00 in cash per share in Orc, corresponding to an aggregate offer value for all shares in Orc of approximately SEK 2,021 million The Offer represents a premium of approximately 52 percent compared to Orc s volume-weighted average share price on NASDAQ OMX during the last three months up to and including December 16, 2011 Orc s Board of Directors unanimously recommends Orc s shareholders to accept the Offer Completion of the Offer is not conditional upon third party financing The acceptance period for the Offer is expected to commence on December 23, 2011 and end on January 27, 2012. Settlement is expected to commence on February 3, 2012 Per E. Larsson will be nominated as the new Chairman of the Board at completion of the Offer. Per was previously CEO of OMX, UBS in Middle East North Africa and Borse Dubai, Chairman of the Board of the Stockholm Stock Exchange as well as member of the Board of Orc during the years 1997-2006. It will be very fun and exciting to work with Orc again. I have been following Orc from a distance with great interest and I look forward to taking part in the development of Orc in a private environment, says Per E. Larsson. Nordic Capital has for some time followed the development of Orc with great interest and believes that significant opportunities exist to further develop the businesses within Orc under concentrated and focused ownership outside of the stock exchange where Nordic Capital can 1 A newly formed company indirectly wholly owned by Nordic Capital Fund VII, under name change from Goldcup 7189 AB to Cidron Delfi Intressenter AB. 2 Nordic Capital VII Limited, a limited liability company established under the laws of Jersey, with registered office in St Helier, Jersey, acting, in relation to the Offer, in its capacity as General Partner for and on behalf of Nordic Capital VII Alpha, L.P. and Nordic Capital VII Beta, L.P.
contribute significant capital resources as well as an active, long-term ownership commitment. It is particularly exciting to present Per E. Larsson as envisaged Chairman of the Board of the new group, states Fredrik Näslund, Partner, NC Advisory AB, adviser to Nordic Capital Fund VII. Background and reasons for the Offer Orc is leading provider of technology and services to the global financial industry with a focus on advanced trading, market making and brokerage. Orc provides solutions for trading and market access for buy and sell side professionals, such as investment banks, market making and trading firms, stock exchanges, brokers, institutional investors and hedge funds. Cidron Delfi Intressenter is indirectly owned by Nordic Capital Fund VII, which has for some time followed the development of Orc and believes that Orc is a competitive high-quality company with strong future growth prospects. Orc s core products include options which are an integral part in risk management and analysis. Nordic Capital Fund VII believes that significant opportunities exist to further develop Orc in a concentrated and focused environment outside of the stock exchange where Nordic Capital Fund VII, as an active owner with significant capital resources for expansion and R&D investments as well as a proven management track record, can provide the long-term support for the management and the business that is needed in order to capture and fully capitalise on the opportunities that lie ahead. Nordic Capital Fund VII has extensive experience from successfully carrying out growth strategies in close cooperation with existing management teams. The active ownership model coupled with an entrepreneurial approach have helped numerous businesses strengthen and grow substantially beyond what would have been possible without the involvement of Nordic Capital Fund VII. Nordic Capital Fund VII has devoted significant resources and time analysing Orc, which has resulted in an Offer that combines an attractive valuation for the shareholders and a long-term vision for Orc and its employees. After the completion of the Offer, Nordic Capital Fund VII will, in a disciplined manner, evaluate the best future strategy for the Orc Group s operations. The Offer Cidron Delfi Intressenter offers SEK 86.00 in cash per share in Orc. The aggregate offer value for all shares in Orc corresponds to approximately SEK 2,021 million. 3 Compared to Orc s volume-weighted average share price on NASDAQ OMX during the last three months up to and including December 16, 2011, of approximately SEK 56.60, the Offer represents a premium of approximately 52 percent. Compared to the last closing price of SEK 64.75 per share on NASDAQ OMX on December 16, 2011, being the last day of trading prior to announcement of the Offer, the Offer represents a premium of approximately 33 percent. 3 Based on 23,505,275 outstanding shares, which is the total number of outstanding shares in Orc. The offered price is subject to adjustment should Orc pay any dividend or make any other value distribution to shareholders prior to the settlement of the Offer, and will accordingly be reduced by the amount of any such dividend or value distribution per share.
Orc has issued warrants to its wholly-owned subsidiary Orc Software Stockholm AB, some of which have subsequently been transferred to employees in Orc. Certain warrants are still held by the subsidiary, but are linked to stock options issued by Orc to employees. Each warrant entitles the holder to, no later than 31 December 2011, subscribe for one share in Orc for a subscription price of SEK 136. Considering Orc's current share price on NASDAQ OMX, the warrants' subscription price, the time limit for exercise of the warrants and based on reasonable assumptions regarding the development of the share price, it can with good reason be concluded that the warrants have no value. Since the warrants have no value, Cidron Delfi Intressenter has, in accordance with precedents from the Swedish Securities Council 4, decided not to include these in the Offer. No commission will be charged in connection with the Offer. The acceptance period for the Offer is expected to commence on December 23, 2011 and end on January 27, 2012. Settlement is expected to commence on February 3, 2012 subject to the conditions to the Offer being fulfilled or waived. Recommendation from Orc s Board of Directors Orc s Board of Directors unanimously recommends Orc s shareholders to accept the Offer. Please see a separate press release from the Board of Directors of Orc. Cidron Delfi Intressenter s holding in Orc Neither Cidron Delfi Intressenter nor Nordic Capital Fund VII own or control any shares in Orc, nor have they acquired any shares in Orc during the last six months prior to the announcement of the Offer. Cidron Delfi Intressenter may acquire, or enter into arrangements to acquire, shares in Orc during the acceptance period. Any purchases made or arranged shall be in accordance with Swedish law and disclosed in accordance with applicable rules. Conditions to the offer Completion of the Offer is conditional upon: (i) (ii) (iii) the Offer being accepted to such extent that Cidron Delfi Intressenter becomes the owner of more than 90 percent of the total number of shares in Orc on a fully diluted basis; that no other party announces an offer to acquire shares in Orc on terms that are more favourable than the Offer to the shareholders in Orc; with respect to the Offer and the acquisition of Orc, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities and financial regulatory authorities, on terms which, in Cidron Delfi Intressenter s opinion, are acceptable, or that applicable time limits or waiting periods related thereto have expired or been terminated; 4 Swedish Securities Council s statement 2003:09.
(iv) (v) (vi) (vii) that neither the Offer nor the acquisition of Orc 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, which is outside the control of Cidron Delfi Intressenter and which Cidron Delfi Intressenter could not reasonably have foreseen at the time of the announcement of the Offer; that Cidron Delfi Intressenter does not discover that any information publicly disclosed by Orc or otherwise made available by Orc to Cidron Delfi Intressenter is materially inaccurate or misleading or that any material information which should have been publicly disclosed by Orc has not been so disclosed; that no circumstances, which Cidron Delfi Intressenter did not have knowledge about at the time of the announcement of the Offer, have occurred which have a material adverse effect, or could reasonably be expected to have such an effect, upon Orc s sales, results, assets, liquidity or equity; and that Orc does not take any measures that typically are intended to impair the prerequisites for implementing the Offer. Cidron Delfi Intressenter reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not fulfilled or cannot be fulfilled. However, with regard to conditions (ii) (vii) such withdrawal will only be made provided that the defective fulfillment of such condition is of material importance to Cidron Delfi Intressenter s acquisition of the shares in Orc. Cidron Delfi Intressenter 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. Business subject to regulatory authorisation Orc s subsidiary Neonet AB is a securities company (Sw. värdepappersbolag) and is supervised by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) ( SFSA ). Consequently, approval by the SFSA is required before Cidron Delfi Intressenter s acquisition of Orc can be completed. An application for an ownership assessment has been submitted to the SFSA. Neonet Securities Inc ( Neonet Securities ) is a U.S. subsidiary and is under the supervision of the U.S. Securities and Exchange Commission and is a member of self-regulatory organisations, such as FINRA. An acquisition of Orc requires Neonet Securities to report a change in ownership. Description of Cidron Delfi Intressenter and the financing of the offer Cidron Delfi Intressenter 5 is indirectly owned by Nordic Capital Fund VII (see above) and the corporate registration number is 556873-5913. The Company has its registered office in the 5 Under name change from Goldcup 7189 AB to Cidron Delfi Intressenter AB.
municipality of Stockholm with the address c/o Cederquist, Box 1670, 111 96 Stockholm. Cidron Delfi Intressenter was founded on November 14, 2011 and registered with the Swedish Companies Registration Office (Sw. Bolagsverket) on November 28, 2011. Cidron Delfi Intressenter has not conducted and does not currently conduct any business and its sole business purpose is to make the Offer and take all necessary actions to finance and complete the Offer and operate as the parent company of Orc. Cidron Delfi Intressenter has entered into a binding agreement for contribution of equity from Nordic Capital Fund VII, which enables Cidron Delfi Intressenter to complete the Offer through cash payment. Cidron Delfi Intressenter is thus not dependent on third party financing in order to complete the Offer, and the Offer is consequently not conditional upon external financing. In conjunction with or following the completion of the Offer, Cidron Delfi Intressenter may obtain external financing instead of an equity contribution as described above and/or in order to optimise the capital structure of the group of which Cidron Delfi Intressenter will be part. Due diligence Cidron Delfi Intressenter and Nordic Capital Fund VII have, in connection with the preparation for the Offer, conducted a limited, confirmatory due diligence and, in connection therewith, met with the management of the Company. During the due diligence, Cidron Delfi Intressenter and Nordic Capital Fund VII have, inter alia, reviewed certain agreements and certain financial information. The press release with the statement from the Board of Directors of Orc states that Cidron Delfi Intressenter has been provided with certain specific financial information. Orc has informed Cidron Delfi Intressenter and Nordic Capital Fund VII that no additional information has been disclosed to Cidron Delfi Intressenter and Nordic Capital Fund VII that has not previously been disclosed and that can reasonably be expected to increase the share price of Orc. Preliminary timetable Preliminary date for announcement of the offer document: December 21, 2011 Preliminary acceptance period: December 23, 2011 January 27, 2012 Preliminary date for settlement: February 3, 2012 Cidron Delfi Intressenter reserves the right to extend the acceptance period for the Offer, as well as to postpone the date of settlement. The acquisition of Orc requires approvals from relevant competition authorities and financial regulatory authorities. Such required approvals are expected to be obtained prior to the expiration of the acceptance period. Compulsory acquisition and de-listing As soon as possible following Cidron Delfi Intressenter has acquired shares representing more than 90 percent of the shares in Orc, Cidron Delfi Intressenter intends to initiate compulsory
acquisition of the remaining shares in Orc. In connection hereto, Cidron Delfi Intressenter intends to act to have the Orc-share de-listed from NASDAQ OMX. Applicable law and disputes Swedish law, NASDAQ OMX s rules regarding public offers on the stock market (the Takeover Rules ), the Swedish Securities Council s rulings regarding interpretation and application of the Takeover Rules, and, where applicable, the Swedish Securities Council s former rulings regarding interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee s rules on public offers, are applicable on the Offer. In accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), Cidron Delfi Intressenter has on December 16, 2011, undertaken towards NASDAQ OMX to comply with the Takeover Rules, the Swedish Securities Council s rulings regarding interpretation and application of the Takeover Rules, and, where applicable, the Swedish Securities Council s former rulings regarding interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee s rules on public offers, and submit to the sanctions that NASDAQ OMX may decide upon in event of infringement of the Takeover Rules. Cidron Delfi Intressenter informed the Swedish Financial Supervisory Authority about the Offer and the above mentioned undertaking on December 19, 2011. Any dispute relating to, or arising in connection with, the Offer shall be settled exclusively by Swedish courts, with the city court of Stockholm as the court of first instance. Advisers SEB Enskilda is acting as Cidron Delfi Intressenter s lead financial adviser and Cederquist Advokatbyrå is acting as legal adviser in connection with the Offer. In addition, Swedbank Corporate Finance has provided Cidron Delfi Intressenter with financial advisory. Stockholm, Sweden, December 19, 2011 Cidron Delfi Intressenter AB The Board of Directors Cidron Delfi Intressenter discloses the information provided herein pursuant to the Takeover Rules. The information was submitted for publication on December 19, 2011 at 08:00 (CET).
Additional information For additional information about the Offer, please visit www.cidronintressenter.com. All media inquiries to: Mikael Widell, Communications Manager, NC Advisory AB, adviser to Nordic Capital Fund VII Tel: +46 8 440 50 70 Mobile: +46 703 11 99 60 e-mail: mikael.widell@nordiccapital.com Nordic Capital in brief Since the start in 1989, Nordic Capital Private Equity Funds have invested in large and medium sized companies, primarily in the Nordic region. Nordic Capital creates value in its investments, through committed ownership and by targeting strategic development and operational improvements. The funds invest in companies in Northern Europe and in selected investment opportunities internationally. The most recent fund is Nordic Capital Fund VII with EUR 4.3 billion in committed capital, principally provided by international institutional investors, such as pension funds, asset managers and insurance companies. Nordic Capital Funds are based in Jersey, Channel Islands, and are advised by the NC Advisory companies in Sweden, Denmark, Finland, Norway, Germany and the UK. Additional information about Nordic Capital is available on www.nordiccapital.com. Orc in brief Orc is a leading provider of technology and services for the global financial industry. Orc delivers trading and market access solutions that are used by proprietary trading and market making firms, investment banks, hedge funds and brokerage houses. The Orc Group serves customers through three business units, each with distinctive offerings: Orc develops and provides the tools needed to run profitable trading and brokerage businesses Neonet offers professional market participants flexible, independent and transparent execution services CameronTec is the financial industry leader in FIX infrastructure and connectivity solutions With market presence in all major global financial centers, Orc provides sales, support and educational services from its offices across the EMEA, Americas and Asia-Pacific regions. In 2010, Orc s sales amounted to SEK 977 million and the operating profit (EBIT) amounted to SEK 75 million. Orc Group is publicly traded on NASDAQ OMX Stockholm (SSE: ORC). Additional information about Orc is available on www.orc-group.com.
Important information The Offer, pursuant to the terms and conditions presented in this press release, 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 and regulations. This press release 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 Cidron Delfi Intressenter. 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, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S., and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. Accordingly, this press release and any related offer documentation are not being and should not be mailed or otherwise distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. Cidron Delfi Intressenter will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. must not forward this press release or any other document received in connection with the Offer to such persons. This press release has been published in Swedish and English. In the event of any discrepancy in content between the language versions, the Swedish version shall prevail.