Axfood to execute its offer to the shareholdersof Matse Holding

This Offer is not being made, and this press release may not be distributed, neither directly nor indirectly, in or into, and no acceptance forms will be accepted if submitted by or on behalf of shareholders in, the United States of America, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other country where the making of the Offer, distribution of this press release or acceptance of the Offer would be in violation of applicable laws or rules, or would require any additional offer document to be prepared or registration to be effected, or any other measures to be taken other than those required under Swedish law. Shareholders are referred to take part of the restrictions related to the Offer set out in the section “Important notice” at the end of this press release and in the offer document which will be published.

This is an English translation of the Swedish version of the press release. In case of any discrepancy between the Swedish and English versions, the Swedish version shall govern.

On 15 December 2016 Axfood Aktiebolag (publ) (“Axfood”) announced a cash offer to the shareholders of Matse Holding AB (publ) (“Matse”) to acquire all of the shares in Matse (“the Offer”). The offer document pertaining to the Offer was made public on 20 December 2016.

• The Offer has been accepted to such extent that Axfood, after executing the Offer, together with shares that Axfood has acquired outside of the Offer, will hold approximately 98.9 per cent of the shares and votes in Matse.

• As all of the conditions for the execution of the Offer have been fulfilled, Axfood has declared the Offer unconditional and will execute the Offer.

• Reporting of payment to shareholders who have accepted the Offer up to and including the final day of the Acceptance Period is expected begin on 30 January 2017. The Acceptance Period expired on 23 January 2017 and will not be extended.

Acceptances under the Offer and Axfood’s holding in Matse 
Through 23 January 2017, 25,922,904 shares in Matse were relinquished through acceptances of the Offer, corresponding to approximately 79.6 per cent of the shares and votes in Matse.

In addition, outside of the Offer Axfood acquired 3,106,300 shares in Matse pursuant to a Share Transfer Agreement (at terms corresponding to the Offer), corresponding to approximately 9.5 per cent of the shares and votes in Matse.[1] Further, through 23 January 2017 Axfood acquired 3,179,010 shares in Matse on Nasdaq First North (at prices that do not exceed the price set forth in the Offer), corresponding to approximately 9.8 per cent of the shares and votes in Matse.

After execution of the Offer and through the above-described acquisitions outside of the Offer, Axfood will hold a combined total of 32,208,214 shares in Matse, corresponding to approximately 98.8 per cent of the shares and votes in Matse.

Further, Axfood has entered into agreements to acquire all 458,438 warrants 2016/2019 in Matse. The agreements are conditional upon Axfood declaring the Offer unconditional, and the acquisition of the warrants will now be executed.

Beyond what is indicated above, Axfood neither owns nor controls shares in Matse at the end of the Acceptance Period, nor does Axfood hold any other financial instruments in Matse that entail any financial exposure corresponding to a holding of shares in Matse.

In summary, Axfood thus controls – through acceptances under the Offer and through acquisitions or agreements to acquire shares outside of the Offer – a combined total of 32,208,214 shares and 458,438 warrants in Matse, corresponding to approximately 96.3 per cent of the total number of shares in Matse after full dilution.[2]

The Offer is declared unconditional and will be executed 
Execution of the Offer is conditional upon, among other things, that the Offer is accepted to such extent that Axfood becomes the owner of shares representing more than 90 per cent of the total number of shares outstanding in Matse after dilution. The condition for a set level of acceptances has been fulfilled in accordance with what is stated above.

As previously communicated, the Swedish Competition Authority has decided to take no further action with respect to Axfood’s planned acquisition of Matse. The condition for execution of the Offer that Axfood receives the necessary regulatory clearance has thus also been fulfilled.

All of the other conditions for execution of the Offer have also been fulfilled.

Axfood thus declares the Offer unconditional and that it will execute the Offer.

Acceptance Period and reporting of payment 
The Acceptance Period expired on 23 January 2017 and will not be extended.

Reporting of payment to shareholders who have accepted the Offer up to and including the final day of the Acceptance Period is expected to begin on 30 January 2017.

Compulsory redemption and delisting
Axfood intends to initiate compulsory redemption proceedings in accordance with the Swedish Companies Act for the purpose of acquiring the remaining shares in Matse and to promote a delisting of Matse’s shares from Nasdaq First North.

Axfood may acquire additional shares in Matse on the market.

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[1] As previously communicated, shareholders with holdings of a combined total of 27,093,272 shares in Matse (corresponding to approximately 83.2 per cent of the total number of shares and votes) preliminarily committed themselves to accepting the Offer. Of these shares, Axfood thereafter acquired 3,106,300 shares outside of the Offer (corresponding to 9.5 per cent of the shares and votes in Matse).

[2] Matse has 32,583,333 shares outstanding, 458,438 warrants 2016/2019 and 864,800 warrants 2014/2017.