Well, Chris Skillen seemed to have the right thoughts on these folks. Maybe, some of his more rosey AGM comments will come to bless us in early ninty-nine. One could only figure, he has much more control over those predictions.
Happy holidays to all. nf
Press Release from Pricer AB (publ) December 22, 1998
Grimaldi Industri AB largest shareholder in Pricer
Göran Lindén new chairman of the board
The Board proposes a rights issue of around 110 MSEK
Pricer seeks partner for Intactix International
Grimaldi Industri AB acquires series A shares from Erik Danielsson
and Jan-Olov Sandin and thereby becomes owner of 24.2% of the votes
and 12.1% of the capital in Pricer AB.
Göran Lindén, member of the Pricer board since August 1998, becomes
the new chairman.
The Pricer Board proposes a rights issue to the shareholders,
estimated to raise up to 110 MSEK before issue costs.
Grimaldi Industri AB, Erik Danielsson and Jan-Olov Sandin jointly
intend to subscribe for new shares to a value at least equivalent to
their existing holdings, which amounted to 27 % of the capital by
December 21.
The Zenit fund, managed by Brummer & Partners Kapitalförvaltning AB,
prolongs the maturity time for its convertible debenture of 15 MUSD
by two years until December 31, 2001. The conversion rate is changed
from 7.5 USD (approx. 60 SEK) to 4.35 USD (approx. 35 SEK) before
recalculation due to the rights issue.
Lehman Brothers in New York has been assigned the task of finding an
industrial or financial partner for Intactix International Inc.
Pricer secures its short-term liquidity need with a loan of 36 MSEK
from Grimaldi Industri AB, Erik Danielsson and J-O Sandin Holding
AB.
The aim of the above actions is to secure Pricer's long-term capital
need for continued development of the company's core business,
electronic information systems for the retail trade.
For further information, please contact:
Pricer AB (publ)
Thomas Landberg, President and CEO,+46-(0)18-18 81 00
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Pricer AB (publ) was founded in 1991 in the city of Uppsala, Sweden.
In only a few years, it has built a leading position in the growing
market of electronic price and information systems for the retail
trade. Through the co-operation with Intactix International Inc.,
the world leader in Space Management, Pricer has built a strong
platform for future growth. Pricer offers integratable IT solutions
such as electronic price and information systems, application
software and consulting services to substantially improve consumer
value and satisfaction and increase the profitability of retailers
and their suppliers. The Pricer Group have subsidiaries in eleven
countries. Pricer AB is listed on the O-list of the Stockholm Stock
Exchange.
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Information and comments:
Grimaldi Industri AB has acquired 714,289 series A shares from Erik
Danielsson and Jan-Olov Sandin, corresponding to 3.2 % of the
capital and 13.4 % of the votes in Pricer. Thereby, Grimaldi
Industri AB owns 952,459 series A shares and 1,710,272 series B
shares, corresponding to 24.2 % of the votes and 12.1 % of the
capital in Pricer AB (publ) ("Pricer").
Göran Lindén, member of the Pricer board since August 1998, becomes
the new chairman.
The Pricer Board has decided to propose a rights issue and call an
extra shareholders' meeting for the beginning of February 1999. A
notice to attend will be sent out in the middle of January 1999. The
new issue is estimated to raise up to approx. 110 MSEK before issue
costs. In the rights issue, it is proposed that shareholders have
the right to subscribe for new series A and B shares in proportion
to their previous holdings. In connection with the rights issue,
freely transferable subscription rights will be detached from the
shares. The subscription time is proposed for March 1999.
Some 36 MSEK of the proceeds from the rights issue, with the
addition of accrued interest, will be used to repay the short-term
loan from Grimaldi Industri AB, Erik Danielsson and J-O Sandin
Holding AB. Pricer took a loan of 5.5 MSEK from and Erik Danielsson
and Jan-Olov Sandin in August 1998. This loan will also be paid back
and used by Danielsson and Sandin as part payment for their
participation in the proposed rights issue.
In connection with the rights issue, Grimaldi Industri AB, Erik
Danielsson and Jan-Olov Sandin jointly intend to subscribe for all
the new shares to which they are entitled, a total of around 27 % of
the capital of the proposed rights issue.
The Zenit fund, managed by Brummer & Partners Kapitalförvaltning AB,
holds a convertible debenture in Pricer. They have accepted to defer
the interest payment of 5.2 MSEK that is due on December 31, 1998,
until after the rights issue has been completed. At the same time,
Brummer & Partners and Pricer have agreed to prolong the maturity
time of the convertible debenture by two years until December 31,
2001, and to change the conversion rate to from 7.5 USD (approx. 60
SEK) to 4.35 USD (approx. 35 SEK) before recalculation due to the
rights issue. The Board also proposes that an extra shareholders'
meeting make a decision about the changed terms for the convertible
debenture.
Pricer has started a process aimed of finding an industrial or
financial partner for the American subsidiary Intactix International
Inc. This process is estimated to result in a considerable capital
loss for Pricer, which will be accounted for as a write-down in the
1998 financial statements. At the same time, the process will yield
additional liquid funds during the first half of 1999. Lehman
Brothers in New York has been assigned financial advisor in this
process.
Today, the Board of Pricer AB has accepted an offer of a short-term
loan totalling 36 MSEK. The loan is offered by Grimaldi Industri AB
(27 MSEK), Erik Danielsson (7 MSEK) and J-O Sandin Holding AB
(2 MSEK). Repayment is to be made no later than March 1999 from
payments received through the proposed rights issue. The loan
carries an annual effective interest of approx. 9.5 %. Pricer will
put up the shares in its American subsidiary Intactix International
Inc. as security for the loan.
The aim of the above actions is to secure Pricer's long-term capital
need for continued development of the company's core business,
electronic information systems for the retail trade, which has
substantial market potential.
Salvatore Grimaldi, President, Grimaldi Industri AB:
"My aim with the acquisition of more series A shares is to become
the largest shareholder in Pricer AB. Pricer is now entering a new
stage in the company's development. A well-functioning communication
system for the retail trade has been developed and the company is
the world market leader in this segment. In 1998, the company has
also proven that it is able to manage a large-scale industrial
operation in times of substantially growing delivery volumes.
In the next few years, Pricer will - under the management of Thomas
Landberg - adopt a more focused strategy primarily aimed at
customers who can create the largest additional values by using
Pricer's systems. To facilitate an increased market penetration in
the retail trade over the next 10 years, Pricer will establish
cooperation with partners that have substantial resources for the
implementation of such a development. In years to come, Pricer is
faced with considerable challenges and opportunities. As the largest
owner, I hope to make a contribution to Pricer's positive
development at a critical time in the development of the company."
Thomas Landberg, President and CEO, Pricer AB:
"Considerable changes have been made in Pricer in 1998. The new
management has chosen a more focused marketing strategy and has
secured a more cost-efficient production."
"The rights issue will secure Pricer of liquid funds that, in
combination with the ongoing process concerning Intactix, will
secure Pricer's capital need until the ESL business starts
generating a positive cash flow. With Grimaldi as the largest
shareholder, we will have a cooperation partner with solid
industrial know-how that is very valuable in the ongoing process of
transforming Pricer from a development company into a more mature
industrial operation."
Erik Danielsson, resigning Chairman of the Board, Pricer AB:
"I am, of course, delighted that Grimaldi Industri AB is now willing
to increase its shareholding in Pricer. The delay from which the
company has suffered has caused much stress to me personally, to all
the Pricer employees, and to the company's shareholders. My belief
in Pricer, however, is as strong as ever. I am proud of what the
Pricer employees have achieved and wish them all the best for the
new phase they are now entering. Naturally, I will continue to take
great interest in Pricer's development. However, the entre-preneural
role suits me the best and I will be spending some time with, among
others, Ultra Sonus AB, a new company that develops a Swedish patent
in the field of ultrasound for industrial applications."
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