In accordance to the Letter of Engagement of April 7 th 2008, MP Investment Bank hf.
(hereinafter referred to as MPB) is issuing the fairness opinion of the voluntary takeover
bid by Exista hf., dated March 27th 2008, of Skipti hf., (hereinafter referred to as the
Company) on behalf of the Company’s Board of Directors.
Exista hf. owned 43.65% of the issued share capital of Skipti hf. and controlled 43.65% of
the voting rights on the date of the takeover bid.
On the 7th of April the Board of Directors of the Company applied for the delisting of the
Company’s shares from the main list of the OMX Nordic Exchange Iceland as the
Company no longer fulfilled the requirements of distribution of ownership as Exista hf.
had obtained commitment to increase its ownership to 94%.
On the 14th of May Exista hf. had obtained commitment to increase its ownership to
97.59% of the share capital of the Company. According to the takeover bid Exista hf.
intends to recommend to the Board of Directors of the Company to acquire the remaining
share capital of the Company by compulsory acquisition, as provided for in Article 110 of
the Act on Securities Transactions no. 108/2007.
MPB’s fairness opinion is in accordance with Article 104 of the Act on Securities
Transactions and, in addition to the presumptions stated in Exista hf.’s takeover bid,
dated March 27th, 2008, is based on the financial and market information as well as the
status of the Company and ownership structure as of the date of the takeover bid.
MPB has been granted full access to public and internal information on the Company to
conduct its fairness opinion. The opinion is therefore also based on information not
disclosed to the general shareholder and interviews with the Company’s management.
MPB has reviewed the Company’s 3-year budget accompanied by first Quarter financials
and valued the Company using a discounted cash flow model and peer group analysis.
Based on these presumptions, MPB believes that the takeover bid of the Company on the
27th of March 2008 was fair at the time of the offer.
