Tricorona

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Niels von Zweigbergk
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2010-06-02

Tricorona Board of Directors unanimously recommends shareholders to accept the offer from Barclays

The cash offer of SEK 8.00 per share represents a premium of 40 percent, based on the closing price on the trading day before the announcement of the offer
Tricorona will be able to further develop its activities through the market position of Barclays and its network as one of the world’s largest participants in the market for environmental related instruments
Evli Bank has rendered a fairness opinion to the effect that the offer is considered to be fair from a financial point of view

Background
On 2 June 2010 Barclays PLC (“Barclays”), through its wholly owned subsidiary TAV AB, (“TAV”), made a public offer to the shareholders of Tricorona AB (publ) (“Tricorona” or the “Company”) to acquire all of the shares in Tricorona for a cash consideration of SEK 8.00 per share (the “Offer”). Barclays has agreed to provide TAV with the necessary funds to finance the Offer. The Offer is inter alia subject to the condition that TAV becomes the owner of more than 90 percent of the total number of shares in Tricorona.

Certain members of the Tricorona management team, including the President and CEO Mr. Niels von Zweigbergk, have agreed to sell their shares in Tricorona to TAV at the same price as the Offer.

Two of the largest shareholders in Tricorona, Volati Limited and AB Stena Metall Finans, together representing approximately 20.6 percent of the shares and votes in Tricorona, have committed, subject to certain conditions, to accept the Offer.

The acceptance period of the Offer is, according to the current time table, expected to expire on 1 July 2010.

For further details on the Offer, please see Barclays’ press release published today.

On the request of Barclays, the Tricorona Board has permitted Barclays to perform a limited due diligence review of confirmatory nature prior to the announcement of the Offer. Barclays has not received any price sensitive information through this review.

The Board’s evaluation
The Offer represents a premium of 40 percent over the last closing price of SEK 5.70 per share on 1 June 2010, the last trading day prior to the announcement of the Offer. Based on the volume-weighted average share price during the 10 trading days prior to the announcement of the Offer, the premium amounts to 40 percent.

Barclays Capital is the investment banking division of Barclays and provides large corporate, government and institutional clients with a full spectrum of solutions to their strategic advisory, financing and risk management needs. Barclays Capital has offices around the world, employs over 23,000 people and has the global reach, advisory services and distribution power to meet the needs of issuers and investors worldwide. Barclays Capital is also acknowledged to be one of the leading players in the major commodity asset classes. As one of the leading providers of commodities solutions, Barclays Capital fields a global commodities team comprising 350 trading, sales and research professionals.

As part of the Board’s evaluation of the Offer, the Board has retained Carnegie Investment Bank AB as financial advisor and Mannheimer Swartling Advokatbyrå AB as legal advisor. Evli Bank Plc has rendered a valuation opinion concerning the fairness of the Offer, to the effect that the Offer is considered fair from a financial point of view . The fairness opinion is attached.

Volati Limited has, subject to certain conditions, committed to accept the Offer. Mr. Patrik Wahlén has not participated in the Board of Directors’ evaluation of the Offer or decisions concerning the Offer, as he cannot be considered independent of Volati Limited.

Under the Takeover Rules, the Board is also required to make public its opinion on the effects that the implementation of the Offer may have on Tricorona, especially on employment, and its view on Barclays’ strategic plans for Tricorona and the effect that these may have on employment and the locations where Tricorona carries on its business. The Board has in this respect noted that Barclays places great value on Tricorona’s management and employees and that Barclays expects that the Offer will provide a platform for Tricorona’s growth ambitions in the environmental markets and will thus create attractive opportunities for the employees in the long run. Barclays further states that the Offer is not expected to have any significant short term effects for Tricorona’s employees and current places of business. The Board assumes that this statement is correct and has in relevant aspects no reason to hold any other views.

The Board’s recommendation
The Board has based its recommendation on factors which the Board has deemed relevant in evaluating the Offer. These factors include, but are not limited to, Tricorona’s current position, the Company’s expected future development and potential, and opportunities and risks related thereto.

The Board of Directors unanimously recommends the shareholders to accept the Offer.

Tricorona AB (publ)
The Board of Directors

For further information, please contact
Magnus Sundström, Chairman of the Board of Directors
+46 70 565 21 06

Tricorona announces the information set out in this press release pursuant to the Swedish Securities Market Act. The information was submitted for publication at 08.00 (CET) on 2 June 2010.