New owners of Royal Scandinavia

An investor group lead by the Danish industrial investment company Axcel a.s. and including Carlsberg A/S and RC Investments Ltd., has entered into an agreement to purchase the entire share capital in Royal Scandinavia A/S. The official owner will be Royal Scandinavia Holding a.s. in which Axcel and the group of owners behind Axcel will be the largest shareholder with 51 per cent of the share capital in Royal Scandinavia. Carlsberg reduces its shareholding in Royal Scandinavia from approx. 65 per cent to 28 per cent, and RC Investments will own the remaining 21 per cent of the new holding company. Royal Scandinavia Holding, which at present controls more than 90 per cent of the shares in Royal Scandinavia, will make a general purchase offer to all shareholders and then delist the company from the Copenhagen Stock Exchange. Carlsberg and RC Investments has agreed with Royal Scandinavia Holding to sell their shares in Royal Scandinavia at a price of DKK 120 per share (assuming that no dividend is declared for the year 1999/00) This corresponds to a total value of Royal Scandinavia amounting to DKK 1.9bn. The intention is for Royal Scandinavia Holding to acquire 100 per cent of the share capital in Royal Scandinavia and, immediately after the new year, a general purchase offer will be made to the remaining shareholders at the above mentioned share price. After closing of the offer period the remaining shareholders will be redeemed and Royal Scandinavia will be delisted from the Copenhagen Stock Exchange. Royal Scandinavia Holding is controlled by Axcel and two of Axcel's shareholders, Danish pension funds PKA and Lønmodtagernes Dyrtidsfond as well as their joint company Dansk Industri Invest. Carlsberg and RC Investments are minority shareholders and also contribute to the financing of Royal Scandinavia via a subordinated loans. The agreements have been presented to the regulatory authorities. Carlsberg pleased with new owner "It is important for Carlsberg to sell its shares to owners, who purchase all activities and will invest in the continued development of Royal Scandinavia", President and CEO Flemming Lindeløv, Carlsberg, says and continues: "We are keeping a shareholding in the new company to show the new majority shareholders that we believe in the strategic plan prepared by the management regarding the development of Royal Scandinavia". In addition, Flemming Lindeløv is looking forward to being able to concentrate on the further development of the brewing company Carlsberg Breweries after years of, among other things, work on selling non-core businesses. Development of Royal Scandinavia In accordance with the strategic plan for Royal Scandinavia, the new owners will enhance the company's present strong market positions in Scandinavia, the USA, Japan, Italy and Germany. Increased earnings will be a key issue as well as focus on the individual business units. "Royal Scandinavia is the leading Scandinavian industrial arts company with strong market positions and brands within porcelain, jewellery and watches and glassware - a position which we wish to maintain and develop further while respecting the long-standing traditions and history of the individual companies. In addition, Royal Scandinavia has excellent possibilities of further growth, both organically, through acquisitions and strategic alliances, which is why we consider the company to be an investment with great potential", says CEO Christian Frigast, Axcel. Following the agreement, CEO Knud Odgaard Pedersen, Royal Scandinavia comments: "It is a great relief both to our employees and to the management that a good solution has been found regarding our ownership. This allows us to continue focus on the further development of the company. We are also pleased that the change of ownership will not entail changes for the employees. We are convinced that the new majority shareholder will be able to use its extensive network and its industrial and financial expertise and experience to contribute actively to the realisation of the visions and plans for Royal Scandinavia.". The Supervisory Board and the Executive Board of Royal Scandinavia will recommend that the shareholders of the company accept the purchase offer. The Supervisory Board will send out a separate statement on the purchase offer when it is available. Royal Scandinavia Royal Scandinavia dates back to 1742, when the Kosta glassworks in Sweden were founded and The Royal Porcelain Manufacturer in Denmark was founded in 1775 at the initiative of the royal family. Today, Royal Scandinavia is one of the leading industrial arts groups world-wide with a broad product mix and a number of strong international brands. Turnover for the most recent financial year amounted to DKK 2.6bn and the group employs more than 3,000 people. The group consists of Royal Copenhagen, Georg Jensen, Orrefors, Kosta Boda, Boda Nova, Holmegaard, Höganäs Keramik and Venini, most of which are well-known, international brands within the product areas porcelain, glassware, cutlery as well as Jewellery and accessories. Further information Public Affairs Manager Margrethe Skov, Carlsberg A/S, phone.: +45 33 27 14 10 CEO Knud Odgaard Pedersen, Royal Scandinavia A/S, phone: +45 38 14 48 48 CEO Christian Frigast, Axcel IndustriInvestor a.s., phone.: +45 33 36 69 99 or 26326400. Fact sheetRoyal Scandinavia A/S Royal Scandinavia is one of the largest industrial arts group world-wide. The company was formed in 1997 through a merger between Royal Copenhagen A/S, the Swedish art glassware company Orrefors Kosta Boda, the Swedish industrial arts company Boda-Nova Höganäs Keramik and the Italian glassworks Venini. Royal Scandinavia dates back to 1742, when the Kosta glassworks were founded. The Royal Porcelain Manufacturer was founded in 1775 on the initiative of the royal house in Denmark. The European royal families of that time competed with each other about owning the most beautiful porcelain objects, which were extremely expensive then and known as the white gold. The Flora Danica dinner set, which King Christian VII ordered from Royal Copenhagen, is a perfect example, and it is still considered one of the most exclusive sets in the world. In addition to porcelain from Royal Copenhagen, the group's products now range from silver from Georg Jensen, art glassware from Orrefors, Kosta Boda and Venini, functional glassware from Holmegaard to stoneware, steel cutlery and glass from Boda-Nova Höganäs. Each individual company has won international acclaim for its hand-made quality products and exclusive designs. The products are sold in more than 100 shops world-wide and 500 shop-in-shops in department stores, etc. Up until today Carlsberg A/S has owned 64.9 per cent of the share capital in Royal Scandinavia, RC Investments Ltd., Cayman Islands, 19.2 per cent and Royal Scandinavia 8.7 per cent. A number of minority shareholders accounted for the remaining 7.2 per cent. Axcel IndustriInvestor Axcel is Denmark's largest industrial investor and its purpose is to invest actively in medium-sized and large businesses with potential for development and value increase. Focus is on companies characterised by having a leading position in a market or a niche market. Axcel was founded at the end of 1994 and since then the company has established partnerships with 14 enterprises, representing a total turnover of DKK 20bn and about 15,000 employees. Typical Axcel partnerships are family-owned enterprises facing succession, but they also include listed companies and subsidiaries in large groups implementing focus strategies. Axcel's strategy is to be a majority shareholder in the partnerships - alone or with like-minded investors. The owners include a large number of respected Danish and international industrial companies and financial institutions, which have made capital commitments to Axcel amounting to a total of approx. DKK 3.6bn. RC Investments Ltd. RC Investments Ltd., Cayman Islands, is an investment company. The company became a shareholder in Royal Scandinavia in 1997 when Royal Scandinavia took over the Swedish glassworks Orrefors and Kosta Boda. Until now RC Investments has owned 19.2 per cent of the shares in Royal Scandinavia A/S.  Further information Public Affairs Manager Margrethe Skov, Carlsberg A/S, phone.: +45 33 27 14 10 CEO Knud Odgaard Pedersen, Royal Scandinavia A/S, phone: +45 38 14 48 48 CEO Christian Frigast, Axcel IndustriInvestor a.s., phone.: +45 33 36 69 99 or +45 26 32 64 00 22.