Information  X 
Enter a valid email address

Volvo AB (0HTP)

  Print      Mail a friend

Wednesday 14 April, 2004

Volvo AB

Commission approves Ainax

Commission approves Ainax

The European Commission has decided to approve Volvo's plan to transfer A shares
in Scania to Ainax and thereafter distribute Ainax to Volvo's shareholders. In
addition, the Volvo Board of Directors today decided that in Ainax's Articles of
Association to establish a time limit regarding how long Ainax shall be active
if a sale of Ainax's Scania shares is not carried out. Volvo's Board also
appointed a Board of Directors for Ainax today.

Volvo announced previously that the company intends to transfer all of its 27.3
million A shares in Scania, corresponding to 24.8% of the votes and 13.7% of the
capital, to the newly formed company Ainax and thereafter distribute Ainax to
Volvo shareholders. The plan will be presented to the Annual General Meeting to
be held Friday, April 16.

When the Commission in 2000 approved the acquisition of Mack and Renault VI, it
imposed the condition that Volvo should divest its entire holding of shares in
Scania not later than April 23, 2004. On March 5, 2004, Volvo sold all of its B
shares in Scania, totaling 63.7 million shares, corresponding to 5.8% of the
votes and 31.8% of the capital.

The Commissions approval of Ainax includes the following conditions:

- Ainax holds an Extraordinary General Meeting not earlier than July 1, 2004 and
not later than September 1, 2004 that  appoints a Board of Directors
- Volvo divests all shares in Ainax
- Volvo guarantees that Ainax has sufficient capital to cover its own operating
expenses through to at least June 8, 2005.
- Volvo makes every effort to ensure that Ainax is provided a Board and
management independent of Volvo
- Volvo does not share premises, management or personnel, consultants or
auditors with Ainax
- Ainax does not nominate any members to Scania's Board prior to the
Extraordinary General Meeting.

Time limit
For the purpose of eliminating a possible discount in Ainax, Volvo's Board of
Directors decided to establish a time limit for Ainax in its Articles of
Association. The time limit means that if the Scania shares are not sold prior
to May 1, 2008, the company shall be liquidated and the Scania shares
distributed to Ainax's owners.
The time limit may be removed by the shareholders in Ainax at a future
shareholders meeting through an amendment by the articles of Association by a
2/3-majority vote.

Volvo appointed the following five persons as members of the Ainax Board: Tuve
Johannesson (Chairman), Thierry Moulonget, Lars Otterbeck, Clas Reuterskiöld and
Mariana Burenstam Linder (President).

The Commission has now also dealt with Volvo's application from June last year
regarding an extension of the time limit for divestment of the Scania shares.
The Commission states that the sequence of events has overplayed the request,
but that in any case the Commission would not have approved it.

April 14, 2004

For further information, please contact Mårten Wikforss at +46 31 66 11 27 or at
+46 705 59 11 49


The Volvo Group is one of the world's leading manufacturers of trucks, buses and
construction equipment, drive systems for marine and industrial applications,
aerospace components and services. The Group also provides complete solutions
for financing and service. The Volvo Group, which employs about 76,000 people,
has production facilities in 25 countries and sells their products in more than
185 markets. Annual sales of the Volvo Group amount to 18 billion euro. The
Volvo Group is a publicly-held company headquartered in Göteborg, Sweden. Volvo
shares are listed on the stock exchanges in Stockholm, London and Frankfurt and
on NASDAQ in the US.                                                                                                                                                      

a d v e r t i s e m e n t