21st Aug 2006 08:26
not for release, distribution or publication into or in the united states,australia, canada, japan or the republic of south africaThis announcement is not a prospectus. It is an announcement making an offerpublic (in accordance with the stockholm stock exchange's rules regardingtakeover offers) and an advertisement (for the purposes of the uk prospectusrules). Prospective investors should not apply for or buy any logicacmg plcshares except on the basis of information in the prospectus or the offerdocument that are to be published by logicacmg plc. Copies of the prospectusand the offer document will, when they are published, be available free ofcharge on www.logicacmg.com (subject to access restrictions)21 August 2006Part ILogicaCMG plcRecommended SEK 11.9 billion (‚£882 million) cash and share offer for WM-data AB(publ), a leading Nordic IT services companyCreates a global top 20 company in terms of IT services revenues (7th largestin Europe)Supports LogicaCMG's stated strategic objective of securing a fourth majorprofit generator for the group in EuropeLogicaCMG plc announces an offer to acquire the entire share capital ofWM-data, a leading Nordic IT services provider. The WM-data Board of Directorshas unanimously recommended that WM-data Shareholders and WM-data ConvertibleDebenture Holders accept the Offer.iThe Offer values WM-data at approximately SEK 11.9 billion (‚£882 million)ii,equivalent to SEK 27.75 per WM-data Share, and represents a premium ofapproximately 25 per cent. over the average closing middle market price of SEK22.2 (‚£1.64) per WM-data Share for the preceding three months.The proposed transaction will significantly strengthen LogicaCMG's position asa major international force in IT services. The Enlarged Group would havealmost 40,000 employees in 41 countries and would have had combined revenuesfor the year ended 31 December 2005 in excess of ‚£3 billion.iii It would be aglobal top twenty company in terms of IT services revenues and the seventhlargest in Europe. It would be the second largest listed IT services company inEurope by market capitalisation.ivThere is a strong strategic rationale for combining the two businesses:Customers are increasingly seeking to do business with a smaller number oflarger suppliers who can provide them with a broader range of products andservices and who can support them internationally. The acquisition of WM-datawould significantly increase the scale of LogicaCMG, providing a fourthsignificant profit generator in Europe. The Enlarged Group would employapproximately 9,000 people in the Nordics, 8,000 in France, 6,000 in the UK and6,000 in the Netherlands. The proposed transaction is intended to giveLogicaCMG even greater strength and scale to win big global contracts.The Nordic market is an attractive IT services market. It is technologicallyadvanced with high IT usage rates. In 2005, the Nordic region was the fourthlargest European market (after Germany, the UK and France) for IT servicesexpenditure. The overall expectations for the IT services market in the Nordicregion are for growth of approximately 6 per cent per annum.v LogicaCMGcurrently has only a limited presence in the Nordic region. This transactionwould give LogicaCMG a strong position in this important IT services market.WM-data's deep and long-term client relationships would provide LogicaCMG witha conduit for selling its worldwide differentiated offerings in the Nordics.The Directors believe that the transaction would also provide LogicaCMG withthe ability to extend contracts with existing pan-European customers that haveoperations in the Nordic region.WM-data has identified the need for an offshore delivery capability and hasestablished small nearshore operations in Estonia and Poland. LogicaCMG'soutsourcing strengths, particularly in India and central Europe, areanticipated to provide WM-data with an enhanced offshore delivery capability,helping WM-data to grow faster in the outsourcing market.There is a good cultural fit between the two organisations. The Directorsbelieve that both companies have long and successful histories, similar cultureand values and enjoy competitive advantage based on technical innovation,excellent industry knowledge, proven reliability in service delivery and afocus on profitability.Crister Stjernfelt, currently President and CEO of WM-data, has agreed tobecome an executive member of the Board of LogicaCMG and will join LogicaCMG'sExecutive Committee with responsibility for the Nordic region on completion ofthe Acquisition, subject to the Offer becoming unconditional.For every 100 WM-data Shares tendered, each WM-data Shareholder will beentitled to receive 95 New LogicaCMG Shares and SEK 557 in cash (equivalent to0.95vi New LogicaCMG Shares and SEK 5.57 in cash per WM-data Share). WM-dataConvertible Debenture Holders will be entitled to receive 95 New LogicaCMGShares and SEK 557 in cash for each SEK 2,100 nominal value of WM-dataConvertible Debentures that they hold.WM-data Shareholders with 500 or fewer WM-data Shares and WM-data ConvertibleDebenture Holders who are entitled to 500 or fewer WM-data Shares on conversionof their WM-data Convertible Debentures are entitled to elect to receiveguaranteed cash consideration as an alternative.WM-data's two largest shareholders, Investor AB and a WM-data founder, ThordWilkne, and certain WM-data senior managers, have given irrevocableundertakings to accept the Offer in respect of their aggregate holding of97,549,250 WM-data Shares representing in aggregate approximately 23.2 percent. of WM-data's current issued ordinary share capital and 53.2 per cent. ofthe voting rights attaching to such share capital.Annualised cost savings are expected to be approximately ‚£15 million. Half ofthe estimated annualised cost savings are expected to be delivered in the yearending 31 December 2007, with the full annualised cost savings of approximately‚£15 million expected in the year ending 31 December 2008 and in subsequentyears. Costs to achieve these savings are estimated at ‚£22 million over twoyears, most of which is expected to be incurred in 2007.The Acquisition is expected to enhance LogicaCMG's earnings per share in thefirst full year, and to cover LogicaCMG's cost of capital in the second fullyear following completion of the Acquisition.viiCommenting on the proposed acquisition, Crister Stjernfelt, President and ChiefExecutive Officer of WM-data, said:"By combining with LogicaCMG, which is a leading international IT servicesplayer, WM-data will strengthen its competitiveness and be able to give globalsupport to both existing and new customers. With access to LogicaCMG's globalsourcing model, we can strengthen our offering within outsourcing and make ourproduct development more efficient. For our employees this deal provides anopportunity to extend their expertise and develop as part of a growing anddynamic enterprise with a strong international outlook. This transaction willmark a new and exciting phase in the long and successful history of WM-data."Dr Martin Read, Chief Executive Officer of LogicaCMG, said:"Increasingly, our customers want to do business with a smaller number oflarger suppliers who can provide them with a broader range of offerings andsupport them internationally. The acquisition of WM-data will furtherstrengthen LogicaCMG's market position and its ability to win large globalcontracts.WM-data's leading position in the Nordic region will complement our existingstrong positions in the UK, the Netherlands and France. The geographicaloverlap between the two companies is minimal and there are significantopportunities to cross-sell products and services across the two businesses.There is also a strong cultural fit between the two organisations.The Enlarged Group will become a global top 20 company in terms of IT servicesrevenues and the 7th largest in Europe. Our increased capabilities and scalewill further strengthen our ability to seize opportunities in the rapidlychanging global IT services market."A Swedish translation of this press release will be made available forinformation purposes only. This announcement of the Offer in English will takeprecedence over the Swedish translation.A copy of the press release issued today by WM-data's Board of Directors can beaccessed at www.wmdata.com. For more details regarding LogicaCMG, see www.logicacmg.com.Photographs of Martin Read, CEO of LogicaCMG, and Crister Stjernfelt, Presidentand CEO of WM-data, are available at www.vismedia.co.uk.For further information please contact:LogicaCMGLogicaCMG media relations - Carolyn Esser +44 (0) 2074461786mobile: +44 (0) 7841 602391LogicaCMG investor relations - Karen Keyes +44 (0) 2074464372mobile: +44 (0) 7801 723682Citigate Dewe Rogerson - Toby Mountford/Justin Griffiths +44 (0) 2076389571mobile: +44 (0) 7899 967719Citigate Stockholm - Niklas Alm/Michael Wallin +46 (0) 8 5278 0800ABN AMRO - Jitesh Gadhia +44 (0) 2076787678ABN AMRO (Stockholm) - Per-Ola Bergman +46 (0) 8 5723 6036Hoare Govett - Bob Pringle/Hugo Fisher +44 (0) 2076788000Merrill Lynch Investment Banking - Bob Wigley/Andrew Hayes +44 (0) 2076281000Merrill Lynch Corporate Broking - Michael Findlay/Andrew Osborne +44 (0)2076281000Analyst presentationAnalysts are invited to a presentation in London at the Merrill Lynch FinancialCentre at 2 King Edward Street, London, EC1A 1HQ beginning at 9.30 a.m. (BST)today. Those attending should arrive at 9.00 a.m. for a 9.30 a.m. start. Forthose who are unable to attend in person, the presentation can be viewed liveand subsequently by archive via webcast at: http://www.logicacmg.com/investors/index.asp. Access restrictions will apply to analysts in or from the UnitedStates and the Restricted Jurisdictions. Analysts unable to attend who wish toask questions should contact Citigate London (+44 (0) 2072821075) for dial-indetails.WM-data will hold a conference for analysts and press in Stockholm at 13.00(CET) today at WM-data, Sandhamnsgatan 65, Stockholm.ABN AMRO Corporate Finance is acting as joint financial adviser and jointsponsor to LogicaCMG and is acting for no-one else in connection with theAcquisition and the listing of the New LogicaCMG Shares and will not beresponsible to anyone other than LogicaCMG for providing the protectionsafforded to customers of ABN AMRO Corporate Finance nor for providing advice inconnection with the Acquisition and the listing of the New LogicaCMG Shares orthe contents of this announcement or any other matter referred to herein.Hoare Govett is acting as joint corporate broker to LogicaCMG and is acting forno-one else in connection with the Acquisition and the listing of the NewLogicaCMG Shares and will not be responsible to anyone other than LogicaCMG forproviding the protections afforded to customers of Hoare Govett nor forproviding advice in connection with the Acquisition and the listing of the NewLogicaCMG Shares or the contents of this announcement or any other matterreferred to herein.Merrill Lynch International is acting as joint financial adviser, joint sponsorand joint corporate broker to LogicaCMG and is acting for no-one else inconnection with the Acquisition and the listing of the New LogicaCMG Shares andwill not be responsible to anyone other than LogicaCMG for providing theprotections afforded to customers of Merrill Lynch International nor forproviding advice in connection with the Acquisition and the listing of the NewLogicaCMG Shares or the contents of this announcement or any other matterreferred to herein.The corporate finance division of ING Bank N.V., London Branch, ("ING CorporateFinance"), which is regulated in the United Kingdom by The Financial ServicesAuthority, is acting as co-financial adviser exclusively for LogicaCMG and noone else in relation to the matters described in this announcement and will notbe responsible to anyone other than LogicaCMG for providing the protectionsafforded to clients of ING Corporate Finance or for giving advice in relationto this announcement or any transaction or arrangement referred to herein.The contents of this document must not be construed as legal, business, tax orinvestment advice. Each prospective investor should consult his, her or its ownlegal adviser, financial adviser, tax adviser or independent financial adviserfor legal, financial, tax or investment advice.The price and value of securities can go down as well as up. If you are in anydoubt as to the action you should take, you are recommended to seek your ownpersonal financial advice immediately from your stockbroker, bank manager,solicitor, accountant, fund manager or other independent financial adviserauthorised under the Financial Services and Markets Act if you are in theUnited Kingdom, or, if you are not, from another appropriately authorisedindependent financial adviser.This announcement includes forward-looking statements about LogicaCMG, WM-dataand the Enlarged Group. By their nature, forward-looking statements involverisks and uncertainties because they relate to events and depend oncircumstances that may or may not occur in the future. LogicaCMG cautions youthat forward-looking statements are not guarantees of future performance andthe Group's actual results of operations, financial condition and liquidity,and the development of the industry in which the Group operates may differmaterially from those made in or suggested by the forward-looking statementscontained in this document. These forward-looking statements speak only as atthe date of this announcement. Except as required by the FSA, the London StockExchange or applicable law, LogicaCMG (i) does not undertake any obligation toupdate or revise publicly any forward-looking statement, whether as a result ofnew information, future events or otherwise and (ii) expressly disclaims anyobligation or undertaking to release publicly any updates or revisions to anyforward-looking statement contained herein to reflect any change in LogicaCMG'sexpectations with regard thereto or any change in events, conditions orcircumstances on which any such statement is based.The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published ordistributed should inform themselves about and observe such restrictions.This announcement is not for distribution or transmission, directly orindirectly, in or into the United States, Canada, Australia, Japan or theRepublic of South Africa and does not constitute, or form part of, an offer tosell or the solicitation of an offer to subscribe for or buy and any securitiesto any person in the United States or in any Restricted Jurisdiction, nor thesolicitation of any vote or approval in any such jurisdiction, nor shall therebe any sale, issue or transfer of the Securities referred to in thisannouncement in any jurisdiction in contravention of applicable law. The Offeris not being made, directly or indirectly, in or into the United States, or byuse of the mails, or by any means or instrumentally (including, withoutlimitation, facsimile transmission, telephone and the internet) of interstateor foreign commerce, or of any facility of a national securities exchange, ofthe United States and the Offer cannot be accepted by any such use, means,instrumentally or facility or from within the United States.The New LogicaCMG Shares have not been and will not be registered under the USSecurities Act of 1933, as amended (the "Securities Act") and may not beoffered or sold in the United States unless registered under the Securities Actor an exemption from such registration is available. No public offering of NewLogicaCMG Shares is being made in the United States.Part IILogicaCMG plcRecommended SEK 11.9 billion (‚£882 million) cash and share offer for WM-data AB(publ), aleading Nordic IT services company 1. Introduction LogicaCMG plc announces an offer to acquire the entire share capital ofWM-data, a leading Nordic IT services provider. The WM-data Board of Directorshas unanimouslyi recommended that WM-data Shareholders and WM-data ConvertibleDebenture Holders accept the Offer.Under the terms of the Offer, further details of which are set out below,LogicaCMG will issue up to 408,577,469, New LogicaCMG Shares, with an aggregatevalue of approximately SEK 9.5 billion (‚£705 million).iiWM-data's two largest shareholders Investor AB and Thord Wilkne, and certain ofthe WM-data senior managers, have given irrevocable undertakings to accept theOffer in respect of their aggregate holding of 97,549,250 WM-data Shares,comprising 30,000,000 A Shares and 67,549,250 B Shares, and representing inaggregate approximately 23.2 per cent. of WM-data's issued ordinary sharecapital and 53.2 per cent. of the voting rights attaching to such sharecapital.The Offer is subject to the satisfaction of a number of customary conditions,including clearance from relevant competition authorities and approval byLogicaCMG Shareholders at the Extraordinary General Meeting.LogicaCMG does not currently own any shares or other financial instruments inWM-data. 2. Summary terms of the Offer The Acquisition, if completed, will result in LogicaCMG acquiring WM-data. TheAcquisition is to be effected by means of a public takeover offer in Sweden.Under the basic terms of the Offer, LogicaCMG is offering:(i) each WM-data Shareholder, in respect of A shares and B shares in WM-data, acombination of New LogicaCMG Shares and cash:In respect of 79.9 per cent. of the total number of WM-data Shares tendered bythat WM-data Shareholder, 1.189 New LogicaCMG Shares per WM-data Share; andIn respect of 20.1 per cent. of the total number of WM-data Shares tendered bythat WM-data Shareholder, SEK 27.75 in cash per WM-data Share.(ii) each WM-data Convertible Debenture Holder a combination of New LogicaCMGShares and cash:In respect of 79.9 per cent of the total nominal value of the WM-dataConvertible Debentures tendered by that holder, 1.189 New LogicaCMG Shares perSEK 21 nominal value; andIn respect of 20.1 per cent. of the total nominal value of the WM-dataConvertible Debentures tendered by that holder, SEK 27.75 in cash per SEK 21nominal value; plusCash in respect of accrued and unpaid interest in accordance with the terms ofthe WM-data Convertible Debentures until settlement of the Offer is initiated.As an alternative, WM-data Shareholders with 500 or fewer WM-data Shares andWM-data Convertible Debenture Holders who are entitled to 500 or fewer WM-dataShares on conversion of their WM-data Convertible Debentures are entitled toelect to receive guaranteed cash consideration of SEK 27.75 per WM-data Shareor SEK 27.75 in cash for every SEK 21.0 nominal value of WM-data ConvertibleDebentures, as the case may be. WM-data Convertible Debenture Holders wouldremain entitled to accrued and unpaid interest in accordance with the terms ofthe WM-data Convertible Debentures until settlement of the Offer is initiated.The Offer values WM-data at approximately SEK 11.9 billion (‚£882 million),equivalent to SEK 27.75 (‚£2.05) per WM-data Share and represents a premium of:approximately 17 per cent. over the closing middle market price of SEK 23.8 (‚£1.76) per WM-data Share on 18 August 2006, being the latest practicable datebefore the announcement of the Offer; andapproximately 25 per cent. over the average closing middle market price of SEK22.2 (‚£1.64) per WM-data Share for the preceding three months.LogicaCMG currently has 1,148,252,793 shares in issue. Following completion ofthe Offer, assuming the maximum number of approximately 408,577,469 NewLogicaCMG Shares are issued pursuant to the Offer (that is, assuming no WM-dataShareholder or WM-data Convertible Debenture Holder accepts the Guaranteed CashAlternative), existing LogicaCMG Shareholders will own LogicaCMG Sharesrepresenting approximately 73.8 per cent. of the Enlarged Share Capital. FormerWM-data Shareholders and WM-data Convertible Debenture Holders will holdapproximately 26.2 per cent. In addition, former WM-data Shareholders andformer WM-data Convertible Debenture Holders will have received cashconsideration in aggregate of approximately SEK 2.4 billion (‚£177 million). 3. Background to and reasons for the Offer Information on LogicaCMGLogicaCMG is a major international force in IT services. It employsapproximately 30,000 people across 36 countries. LogicaCMG's focus is onenabling its customers to build and maintain leadership positions usingLogicaCMG's deep industry knowledge and its track record for successfuldelivery. The Group provides business consulting, systems integration and ITand business process outsourcing across diverse markets including telecoms,financial services, energy and utilities, industry, distribution and transportand the public sector. Headquartered in Europe, LogicaCMG is listed on both theLondon Stock Exchange and Euronext (Amsterdam) (LSE: LOG; Euronext: LOG). Moreinformation is available at www.logicacmg.com.LogicaCMG's market capitalisation as at the close of trading on 18 August 2006was ‚£1,981 million. For the year ended 31 December 2005, LogicaCMG's reportedrevenue was ‚£1,834.1 million and profit before tax was ‚£105.6 million.Information on WM-dataWM-data is listed on the A List of the Stockholm Stock Exchange (SS: WMB) andis the third largest IT services company in the Nordic market based on revenue.WM-data currently has approximately 9,000 employees and operations in Sweden,Finland, Norway, Denmark, Poland and Estonia. It specialises in the provisionof IT services, including application development and management, outsourcingand industry specific solutions, infrastructure solutions and industrial designand development. Its customer base includes a significant proportion of thelargest Nordic companies, including Apoteket, Ericsson, SAAB AB, Sydkraft andOKG (E.On), TeliaSonera and Volvo Group.WM-data's market capitalisation as at the close of trading on 18 August 2006was SEK 10.0 billion (‚£739 million). For the year ended 31 December 2005,WM-data's revenue was SEK 9,265 million (‚£681.8 million) and profit before taxwas SEK 401 million (‚£29.5 million).viii For the six months ended 30 June 2006,WM-data's revenue was SEK 5,350 million (‚£394.5 million) and profit before taxwas SEK 368 million (‚£27.1 million).ix As at 30 June 2006, the WM-data Group'sgross assets were SEK 7.9 billion (‚£592.5 million).xThe Offer supports LogicaCMG's long term strategyLogicaCMG's long term strategic aim is to become a global top ten IT servicesprovider with a strong European base of profit generation and a balancedportfolio of offerings in which outsourcing generates 30 to 40 per cent. oftotal Group revenue.The Directors believe that the Acquisition would be a significant step inconsolidating LogicaCMG's strong European base, building on the merger ofLogica and CMG in 2002 and the acquisition of Unilog in 2005. The proposedtransaction is in line with LogicaCMG's stated strategy of having foursignificant revenue and profit generators in Europe, with the acquisition ofWM-data adding the Nordic region to LogicaCMG's existing strong positions inthe UK, the Netherlands and France. The Enlarged Group would become a top 20global IT services provider by revenue.xi The Directors believe that thetransaction will be a significant step towards LogicaCMG's long-term ambitionof becoming a top ten global IT services provider.With long-term and outsourcing contracts representing approximately 50 percent. of WM-data's revenue in 2005, the Directors believe that the Acquisitionwould provide WM-data with access to LogicaCMG's leading international deliverycapability and the opportunity to increase the volume of business that can beprovided on a blended basis using offshore capability. The Directors believethat having a strong Nordic outsourcing capability would increase the revenuesderived from outsourcing, supporting LogicaCMG's strategic objective ofgenerating 30 to 40 per cent of revenues from outsourcing.The Directors believe that the proposed transaction fulfils LogicaCMG'sacquisition criteria from a commercial, strategic and financial point of viewand that the Enlarged Group will benefit from:Enhanced scale and market positionThe Directors believe that customers increasingly want to do business with asmaller number of larger suppliers who can provide a broader range of productsand services, and who can support them internationally. The Enlarged Groupwould have almost 40,000 employees and combined revenue for the year ended 31December 2005 in excess of ‚£3 billion,iii ranking it amongst the top seven ITservices providers by revenue in Europe. It would also be the second largestlisted IT services company in Europe by market capitalisation.ivThe Directors believe the Acquisition would enhance the profile of the EnlargedGroup in the Nordic region and should open up new opportunities with the largenational and multinational customers in the Nordic region seeking IT servicesproviders who can support them internationally. The scale, capability and reachof the Enlarged Group is intended to enable it to compete more effectively forbusiness with larger customers and improve its position when competing formajor opportunities.Complementary geographical positioningThe Nordic market is an attractive market for IT services. It istechnologically advanced with high IT usage rates. The Nordic region was thefourth largest European market (after Germany, the UK and France) for ITservices expenditure in 2005, accounting for sales of approximately ¢â€š¬14.1billion, representing approximately 9 per cent. of total European IT servicessales.xii The overall growth expectations for IT services in the Nordic regionare comparable to the Western European average (approximately 6 per cent.compound annual growth rate for the period 2005 - 2009).vThere is a strong geographical complementarity between LogicaCMG and WM-data.LogicaCMG currently has a limited presence in the Nordic region. TheAcquisition of WM-data, one of the leading players in the Nordics, will giveLogicaCMG a strong foothold in this important IT services market. The Directorsbelieve that WM-data is a strong brand in the Nordic region and aftercompletion of the Acquisition it is proposed that it would trade under thebrand "WM-data - a LogicaCMG company".WM-data has a limited presence outside of the Nordic region. By combining withLogicaCMG, WM-data would gain access to LogicaCMG's strong internationalnetwork across 36 countries and its advanced offshore delivery capability. TheDirectors anticipate that over 20 per cent. of the Enlarged Group's employeeswould be based in, and 20 per cent. of revenue would be derived from, theNordic market.Strengthened, complementary distribution and delivery capabilities and serviceofferingWM-data's and LogicaCMG's complementary customer bases and internationalstrengths will enable cross-selling opportunities for products and services ona European-wide basis to customers of the Enlarged Group, creating potentialrevenue synergies.The Directors believe that LogicaCMG would benefit from having a strong Nordicdistribution channel through which to market and sell its products andservices. Combining WM-data's strong client relationships with large Nordicmultinationals with LogicaCMG's strong international presence, would enable theEnlarged Group to provide WM-data's customers with services outside the Nordicregion that have traditionally been provided by other IT services providerscapable of providing an international or global service. The Directors believethat LogicaCMG's ability to extend contracts with existing pan-Europeancustomers that have operations in the Nordic region would also be enhancedthrough the Enlarged Group's strengthened Nordic presence. Additionally, theDirectors believe that WM-data's service offerings, particularly businessprocess outsourcing and healthcare, may be leveraged across LogicaCMG'sexisting customer base.LogicaCMG's low cost nearshore and offshore delivery centres would extend theofferings available to WM-data clients, including full IT and business processoutsourcing capabilities and would enhance WM-data's competitive position.WM-data has identified the need for an offshore delivery capability,establishing operations in Estonia and Poland. LogicaCMG's outsourcingstrengths will provide WM-data with a significant offshore delivery capability,helping WM-data to grow faster in the outsourcing market. The Enlarged Groupwould have facilities in a number of key territories including India, Brazil,the Czech Republic, Portugal, Estonia, Malaysia, Morocco and Slovakia.Strengthened financial performanceThe Directors believe that WM-data is one of the most successful Nordic ITservices providers. WM-data has achieved improved levels of profitability(measured in terms of EBITA) over the last three financial years. The focus ondelivering profitability and rigorous cost and commercial management are keysimilarities between the senior management teams and business cultures ofWM-data and LogicaCMG. WM-data's stated goal is to achieve and maintain EBITAmargins of above 10 per cent., which is similar to LogicaCMG's longer termtarget in its main markets in the UK, the Netherlands and France.Cultural alignment between the two businessesBoth LogicaCMG and WM-data are established businesses that have both growntheir respective businesses through a combination of organic growth and aseries of acquisitions. Collectively, the Enlarged Group will have a depth ofEuropean experience accumulated over the last 40 years. The Directors believethat both companies employ talented individuals and have long and successfulhistories, similar culture and values and enjoy competitive advantage based ontechnical innovation, excellent industry knowledge, proven reliability inservice delivery and a focus on profitability.In addition, the management teams at both companies have significantintegration experience. LogicaCMG's experience has been gained primarily fromthe merger of Logica and CMG in 2002, where estimated operational cost savingswere exceeded, and through the recent acquisitions of Edinfor - SistemasInformaticos, S.A. (2005) and Unilog (completed in early 2006). The Unilogintegration and cost savings remain on track and LogicaCMG has seen encouragingrevenue synergies to date. WM-data's experience of major integration projectshas been gained from the acquisitions of the Novo Group (in 2004) and AtosOrigin AB (in 2005). The Directors believe the strong cultural fit betweenLogicaCMG and WM-data will be a key factor for a successful integration. 4. Financial effects of the Acquisition The Directors have identified a number of areas where they believe operationalsynergies can be achieved. Annualised cost savings are expected to beapproximately ‚£15 million. Half of the estimated annualised cost savings isexpected to be delivered in the year ending 31 December 2007, with the fullannualised cost savings of approximately ‚£15 million expected in the yearending 31 December 2008 and in subsequent years. These cost savings areexpected to be driven primarily by relocating certain WM-data activitiesoffshore and utilising LogicaCMG's international delivery capabilities, forboth infrastructure and resources. The Directors believe that this willincrease capacity in the Nordic markets by facilitating the redeployment ofexisting staff. Other synergy opportunities would arise from benefits of scale,such as removal of duplicated head office costs and procurement synergies. Thecosts to achieve these savings are estimated at ‚£22 million over two years,most of which is expected to be incurred in 2007.The Directors believe that the Acquisition will enhance LogicaCMG's earningsper share in the first full year of trading following completion of theAcquisition.viiIn addition, the Directors expect the Acquisition to cover the cost of capitalfrom the second full year of trading following completion.On the basis of reported financial information combined revenue and profitbefore tax for the Enlarged Group, for the year ended 31 December 2005, was inexcess of ‚£3 billion and ‚£176.5 million respectively.iiiCertain pro-forma financial information for the Enlarged Group under IFRS andon the basis of LogicaCMG's accounting policies will be included in the publicdocuments relating to the Offer. 5. Financing the Offer Assuming the maximum number of 408,577,469 New LogicaCMG Shares are issuedpursuant to the Offer (that is assuming that no WM-data Shareholder or WM-dataConvertible Debenture Holder accepts the Guaranteed Cash Alternative), thetotal cash consideration payable under the Offer on a fully diluted basis(including WM-data Convertible Debentures) will be approximately SEK 2.4billion (‚£177 million).The maximum amount payable as cash consideration in respect of the Offer willamount to approximately SEK 2.5 billion (‚£185 million) if every eligibleWM-data Shareholder holder elects for the Guaranteed Cash Alternative andassuming full acceptance of the Offer.The cash consideration payable under the Offer will be funded by LogicaCMGusing facilities arranged by ABN AMRO Bank and ING Wholesale Banking. Thefacilities do not include any conditions relating to WM-data or its businessand are otherwise subject only to conditions which LogicaCMG and itsShareholders in practice control. The facilities are ordinary facilities withterms and conditions customary for corporate credits in the international loanmarket. Drawdown under the facilities is conditional upon the events ofdefault, which are summarised in Appendix A, not having occurred. The Directorsexpect that debt ratios will remain comfortably within the existing covenants. 6. Management and employees The WM-data Group management team consists of Mr Crister Stjernfelt (Presidentand CEO), Rickard Petri (Chief Financial Officer), Stefan Gardefjord(President, Sweden), Seppo Matikainen (President, Finland), Jesper Scharff(President, Denmark), Tor Malmo (President, Norway) and Johan Ripe (PresidentWM-data Infra Solutions).Mr Stjernfelt has worked at WM-data in various posts since 1977 and has beenPresident and CEO of WM-data since 2001. In 1985 he became a member of themanagement team and was marketing and public relations director from 1997 to2001. Mr Sternfelt has agreed to become an executive member of the Board ofLogicaCMG, and will join LogicaCMG's Executive Committee with responsibilityfor the Nordic region on completion of the Acquisition, subject to the Offerbecoming unconditional. LogicaCMG and Mr Stjernfelt are currently indiscussions about amendments to his service contract and information about anysuch amendments will be included in the public documents relating to the Offer.The Directors believe that the prospects for employees of both groups will beenhanced through the strong market position and growth prospects of theEnlarged Group. For WM-data employees, the proposed transaction will providethe opportunity to work for a major international IT services company, withaccess to a range of exciting career prospects and the opportunity to extendthe range of their capabilities. For LogicaCMG staff in the Nordic region, theproposed transaction would provide the opportunity to join a large, successfuland well-known Nordic operation within the Enlarged Group.To achieve a significant part of the cost synergies expected from theAcquisition, the Enlarged Group anticipates relocating certain activitiesoffshore. Those people currently providing these services would, so far aspossible, be redeployed to other revenue earning activities within the EnlargedGroup.The Acquisition would affect share options granted under the WM-data shareoption schemes. Participants in the schemes will be contacted regarding theeffect of the Acquisition on their rights. 7. Current trading and outlook LogicaCMGOn 19 July 2006, the Group released a trading statement for the six monthsended 30 June 2006 which included the following commentary:"Trading for the first half was well ahead of last year. The IT Services marketremains strong and we are particularly pleased with our progress in winningoutsourcing contracts in continental Europe. The Unilog integration and costsavings remain on track and we have seen encouraging initial revenue synergies.Overall our expectations for the year remain unchanged."As previously indicated, the Group's interim results for the six months ended30 June 2006 will be released on 30 August 2006. Since the date of the tradingstatement, current trading has continued in line with the expectations of theBoard of LogicaCMG.WM-dataOn 21 July 2006, WM-data released its interim report for the six months ended30 June 2006, which included the following commentary:"The first six months of 2006 have developed in line with expectation and mostaspects indicate continued favourable demand and a stable market. A shortage ofexpertise and increased mobility in the labour market could lead to some salaryinflation. On the other hand, prices are also moving upwards indicating thatthe net effect will probably be limited.An increasing proportion of the standard components will reduce costs for newIT Solutions and therefore restrict market growth. Competition for marketshare, in which offshore plays a key role, will also have a dampening effect ongrowth.For 2006, WM-data prioritises organic growth and is continuing its efforts toraise the margin. Acquisitions carried out earlier will actively contribute toorganic growth and to improved margin for the 2006 financial year." 8. Dividends and Dividend Policy The Board's dividend policy is to ensure that LogicaCMG Shareholders benefitdirectly and smoothly from the successful growth of the business, whilecontinuing to provide sufficient funds to invest in future growth.For the three financial years ended 31 December 2003, 2004 and 2005, the totaldividend paid per LogicaCMG Share was 5.01 pence, 5.10 pence and 5.31 pencerespectively, in each case adjusted to reflect the bonus element of the rightsissue undertaken in November 2005 to fund the acquisition of Unilog. 9. Further details of the Offer The Guaranteed Cash AlternativeUnder the Guaranteed Cash Alternative, WM-data Shareholders who are shown onthe register of WM-data as holding in aggregate 500 or fewer WM-data Shares asat the close of trading on 25 August 2006 and WM-data Convertible DebentureHolders who as at the close of trading on 25 August 2006 are entitled to 500 orfewer WM-data Shares on conversion of their WM-data Convertible Debentures,will be entitled to elect to receive alternative consideration for their entireholding (but not part only) in cash and, if they so elect, such WM-dataShareholders and WM-data Convertible Debenture Holders would be guaranteed cashconsideration of SEK 27.75 per WM-data Share and SEK 27.75 for every SEK 21.0of nominal value of WM-data Convertible Debentures, as the case may be. WM-dataConvertible Debenture Holders would remain entitled to accrued and unpaidinterest in accordance with the terms of the WM-data Convertible Debenturesuntil settlement of the Offer is initiated.Fractional EntitlementsIf the total number of WM-data Shares tendered by a WM-data Shareholdermultiplied by 0.799 does not equal a whole number, the number of WM-data Sharestendered for New LogicaCMG Shares shall be rounded up to the next highest wholenumber of WM-data Shares and the number of WM-data Shares tendered for cashshall be rounded down to the next lowest whole number of WM-data Shares.If the total nominal amount of WM-data Convertible Debentures tendered by aWM-data Convertible Debenture Holder multiplied by 0.799 does not equal a wholenumber multiple of SEK 21, the nominal amount of WM-data Convertible Debenturestendered for New LogicaCMG Shares shall be rounded up to the next highest wholenumber multiple of SEK 21, and the nominal amount of WM-data ConvertibleDebentures tendered for cash shall be decreased by a corresponding amount.Fractions of the New LogicaCMG Shares will not be issued to accepting WM-dataShareholders or WM-data Convertible Debenture Holders. Such fractions will besold in the market and the net proceeds will be distributed proportionallybetween WM-data Shareholders and WM-data Convertible Debenture Holders.Conditions of the OfferCompletion of the Offer is conditional upon:(i) the LogicaCMG Shareholders (a) approving the Offer and authorising theBoard to waive, amend, vary, increase or extend the terms and conditions of theOffer and to do all such things as it considers necessary or expedient inconnection with the Offer, (b) increasing the authorised share capital ofLogicaCMG to enable the issue of the New LogicaCMG Shares, and (c) authorisingthe Directors to allot the New LogicaCMG Shares;(ii) valid acceptances being received (and not, where permitted, withdrawn) inrespect of not less than 90 per cent. (on a fully diluted basis) of the WM-dataShares;(iii) no other party announcing an offer to acquire WM-data Shares on termswhich are more favourable than the Offer for WM-data Shareholders;(iv) the New LogicaCMG Shares being admitted to:(a) the Official List and to trading on the London Stock Exchange's market forlisted securities;and(b) listing and trading on Euronext Amsterdam;(v) all necessary approvals and clearances from relevant authorities in Sweden,UK or elsewhere, including competition and financial supervisory authorities,in connection with the Offer, its implementation or the Acquisition having beenobtained on terms acceptable to LogicaCMG, or applicable deadlines or waitingperiods in relation thereto having expired or been terminated and there beingno notice of any intention to revoke, suspend, restrict, impose any conditionsin relation to, vary, amend or not to renew any authorisations, certificates,licences, permissions or approvals of any member of the WM-data Groupcompanies;(vi) neither the Offer, nor the Acquisition, being rendered partially or whollyimpossible or significantly impeded as a result of legislation, regulation, anydecision of court or public authority or other comparable measures beyondLogicaCMG's control in Sweden, UK or elsewhere;(vii) no material adverse change in WM-data's financial position or operationsoccurring or becoming known after this announcement; such material adversechange meaning an event that materially adversely affects WM-data's liquidityor results and which could not have been reasonably known or anticipated byLogicaCMG at the time of this announcement; and(viii) except as publicly announced by WM-data prior to this announcement or asotherwise disclosed to LogicaCMG prior to this announcement, LogicaCMG nothaving discovered that any information made public by WM-data or disclosed byWM-data to LogicaCMG is materially inaccurate or misleading or that informationabout any matter of material importance which should have been publiclydisclosed by WM-data has not been so disclosed.LogicaCMG reserves the right to withdraw the Offer in the event that it isclear that any of the above conditions is not fulfilled or cannot be fulfilled.However, the Offer may only be withdrawn with reference to the non-fulfilmentof the conditions in sections (iv) - (viii) above if the non-fulfilment is ofmaterial importance for the Acquisition.LogicaCMG reserves its right to waive, in whole or in part, any or all of theconditions above (save conditions (i) and (iv)(a)), and, with respect tocondition (ii) above, to complete the Offer at a lower level of acceptances, ineach case to the extent permitted by applicable law and regulation.Arrangements with WM-dataLogicaCMG and WM-data have entered into an agreement in respect of the paymentof certain costs in connection with the Offer. The agreement provides thatWM-data will be liable to reimburse LogicaCMG for costs incurred in connectionwith the Offer up to a maximum limit of ‚£2.9 million if WM-data recommends acompeting bid to the Offer for WM-data which is successful. If in suchcircumstances the competing third party bid is unsuccessful, and the Offernonetheless lapses as a direct result of such competing offer, WM-data shall beobliged to reimburse LogicaCMG for up to 50 per cent. of the costs incurred inconnection with the Offer up to a maximum limit of ‚£2.0 million. The agreementfurther provides that if LogicaCMG withdraws the Offer or the Offer lapses as aresult of one or more conditions to the Offer not being fulfilled or waived,LogicaCMG will pay WM-data a fee of ‚£500,000.Irrevocable undertakingsLogicaCMG has received irrevocable undertakings to accept the Offer from (i)Investor AB in respect of 70,265,500 WM-data Shares, comprising 15,000,000 AShares and 55,265,500 B Shares and representing approximately 16.7 per cent. ofWM-data's issued share capital and approximately 29.7 per cent. of the votingrights attaching to such share capital (ii) Thord Wilkne in respect of27,000,000 WM-data Shares, comprising 15,000,000 A Shares and 12,000,000 BShares and representing approximately 6.4 per cent. of WM-data's current issuedshare capital and approximately 23.5 per cent. of the voting rights attachingto such share capital and (iii) certain WM-data senior managers in respect of283,750 WM-data Shares, comprising 283,750 B Shares and representingapproximately 0.07 per cent. of WM-data's current issued share capital andapproximately 0.04 per cent. of the voting rights attaching to such sharecapital, and SEK 1,079,568 nominal amount of WM-data Convertible Debentures.The irrevocable undertakings given by Investor AB and Thord Wilkne relate totheir entire holding of WM-data Shares, which includes their holding of AShares, which have enhanced voting rights, and their holding of B Shares, whichdo not have enhanced voting rights. Investor AB and Thord Wilkne are the onlyholders of A Shares. The irrevocable undertakings given by certain WM-datasenior managers relate to their entire holding of WM-data Shares and ifapplicable WM-data Convertible Debentures.Investor AB and Thord Wilkne have undertaken to accept the Offer upon itbecoming or being declared as unconditional and senior management haveundertaken to accept the Offer within the initial Offer period.The irrevocable undertakings will lapse in certain circumstances, including:the Offer not being declared unconditional within the earlier of 8 weeks and 3days from the date of this announcement or 4 weeks and 3 days from thecommencement of the period during which the Offer is open for acceptance;the terms and conditions of the Offer are changed without the consent ofInvestor AB (other than in respect of a waiver of a condition to the Offer);where LogicaCMG waives the acceptance condition without the consent of InvestorAB and at such time has not reached an acceptance level of two-thirds (or 50per cent. in the event of a competing bid(s)) of the WM-data Shares;a third party offer being made for the WM-data Shares which corresponds to anOffer value in SEK equal to or exceeding SEK 30.0 per WM-data Share; orthe value of the Offer in SEK being reduced by 12 per cent. or more followingthe date of this announcement.Lock-up arrangementsOn completion of the Acquisition, Investor AB will hold 66,752,225 NewLogicaCMG Shares and Thord Wilkne will hold 25,650,000 New LogicaCMG Shares.Each of Investor AB and Thord Wilkne has entered into agreements with LogicaCMGrestricting their ability to dispose of New LogicaCMG Shares for a certainperiod following completion of the Offer.Investor AB has undertaken not to dispose of 62.5 per cent. of its totalholding of 66,752,225. New LogicaCMG Shares for a period of twelve months fromcompletion of the Acquisition, but will not be subject to any restrictions inrespect of the remaining 37.5 per cent. of its holding of New LogicaCMG Shares.Thord Wilkne has undertaken not to dispose of 62.5 per cent. of his totalholding of 25,650,000 New LogicaCMG Shares for a period of twelve months fromcompletion of the Acquisition, but will not be subject to any restrictions inrespect of the remaining 37.5 per cent. of his holding of New LogicaCMG Shares.In each case, the restrictions are subject to customary exemptions which permitdisposals in certain circumstances, including disposals in connection with anytakeover offer for LogicaCMG and disposals required by any applicable law,regulation or court order. Investor AB and Thord Wilkne have agreed to usereasonable efforts to notify LogicaCMG of any proposed material disposal of NewLogicaCMG Shares that were subject to a lock-up during the three-month periodfollowing expiry of the relevant lock-up period.Due diligenceAfter approval by the Board of Directors of WM-data, LogicaCMG has conducted alimited due diligence review of certain business, financial and legalinformation relating to WM-data.WM-data has also undertaken a limited due diligence review of LogicaCMG.Undertaking to comply with certain rules and legislationLogicaCMG has undertaken to the Stockholm Stock Exchange, and hereby undertakesto WM-data Shareholders and WM-data Convertible Debenture Holders, to complyfully with the Stockholm Stock Exchange's rules regarding takeover offers andthe Swedish Securities Council's (Aktiemarknadsnƒ¤mnden) interpretation andapplication of such rules. LogicaCMG has also undertaken to submit to thesanctions that may be imposed by the Stockholm Stock Exchange in event ofinfringement of said rules. The Offer shall be governed by and construed inaccordance with the laws and regulations of Sweden.10. Settlement, listing and dealings Application will be made to the London Stock Exchange for the New LogicaCMGShares issued in connection with the Offer to be admitted to the Official List.It is expected that listing will become effective and dealings, for normalsettlement, will begin shortly following the date on which it is announced thatall conditions to the Offer have been fulfilled (or waived). The ExistingLogicaCMG Shares are already admitted to CREST. It is expected that all of theNew LogicaCMG Shares, when issued and fully paid, will be capable of being heldand transferred by means of CREST and VPC, the Swedish settlement system andclearing house.In addition, application will be made for the New LogicaCMG Shares issued inconnection with the Offer to be listed and traded on Euronext Amsterdam.To facilitate dealing in New LogicaCMG Shares by WM-data Shareholders,LogicaCMG intends to arrange for the New LogicaCMG Shares to be admitted totrading on the Xternal list of the Stockholm Stock Exchange.Further details on listing, admission to trading and dealings will be includedin the public documents relating to the Offer.11. Extraordinary General Meeting In view of its size, the Acquisition is conditional upon, amongst other things,the approval of LogicaCMG Shareholders at the Extraordinary General Meeting. Acircular containing a notice of the Extraordinary General Meeting and furtherinformation on the Acquisition is expected to be posted to LogicaCMGShareholders on or around 12 September 2006. On or around that date aprospectus would be made available to the public in accordance with ProspectusRules. The EGM is expected to be held on or around 2 October 2006.Due to the confidential nature of the Acquisition prior to this pressannouncement, LogicaCMG is not aware of the extent to which LogicaCMGShareholders intend to vote in favour of the Acquisition at the EGM.12. Overseas Shareholders The availability of the Offer to persons not resident in Sweden or the UK maybe affected by the laws of the relevant jurisdiction where they are resident.WM-data Shareholders who are not resident in Sweden or the UK should informthemselves about, and observe, any applicable requirements. The Offer is notbeing made in, or into, the US or any of the Restricted Jurisdictions.13. Compulsory acquisition and delisting In the event that LogicaCMG (whether in connection with the Offer or otherwise)obtains more than 90 per cent. of WM-data's issued share capital on a fullydiluted basis, LogicaCMG intends to commence a compulsory acquisition procedureunder the Swedish Companies Act to acquire all remaining WM-data Shares. Inconnection therewith, LogicaCMG intends to promote a de-listing of WM-data'sShares from the Stockholm Stock Exchange.14. Indicative timetable The Offer Document is expected to be published on or around 18 September 2006.The acceptance period for the Offer is expected to start on or around 18September 2006 and to end on or around 9 October 2006. Subject to the Offerbeing declared unconditional no later than on or around 16 October 2006,settlement is expected to commence on or around 23 October 2006. LogicaCMGreserves the right to extend the acceptance period as well as the right todefer the date for settlement.Further details regarding the publication of these documents and the timetablefor the Offer will follow in a separate press release in due course.15. Recommendation The Board considers the terms of the Acquisition to be in the best interests ofthe Group and LogicaCMG Shareholders as a whole and unanimously recommends thatLogicaCMG Shareholders vote in favour of the resolutions to be proposed at theEGM as they intend to do so in respect of their own aggregate beneficialholdings of 17,585,785 LogicaCMG Shares, representing approximately 1.5 percent. of LogicaCMG's existing issued ordinary share capital.The WM-data Board of Directors unanimously recommends to WM-data Shareholdersand WM-data Convertible Debenture Holders to accept the Offer.iAppendix ADrawdown of the funds under the facilities available to LogicaCMG areconditional upon the following (summarised) events of default not havingoccurred.LogicaCMG (or any other obligor under the facilities) fails to make paymentsunder the facilities;LogicaCMG (or any other obligor under the facilities) fails to have itsobligations under the facilities ranking pari passu with its other unsecuredobligations;LogicaCMG (or any other obligor under the facilities or any subsidiary) createsor permits to subsist any non permitted security interest over any of itsassets;LogicaCMG (or any other obligor under the facilities or any subsidiary) makesunpermitted disposals of all or part of its assets;LogicaCMG (or any other obligor under the facilities or any subsidiary) failsto comply with applicable laws and regulations if such failure could reasonablybe expected to have a material adverse effect on the business etc. of theobligors or LogicaCMG's subsidiaries or on their ability to perform obligationsunder the facilities;LogicaCMG fails to procure that its subsidiaries (other than obligors under thefacilities) will not in aggregate incur or permit to subsist financialindebtedness (certain financial indebtedness shall not be included such ascertain convertible bonds issued by LogicaCMG (Jersey) Limited) in excess of ‚£60,000,000 and such failure is not remedied within a certain time period;LogicaCMG (or any subsidiary) disposes of any WM-data Shares, fails to ensurethat none of its subsidiaries holds legal or beneficial title to the WM-dataShares, fails to provide certain information to the agent under the facilities,fails to ensure that no action is taken which could increase the considerationpaid for the WM-data Shares unless agreed with the lenders, waives, amends,revises etc. any condition, event, circumstance or material term of the Offerwithout the consent of the majority of the lenders, declares, accepts ordecides acceptances in respect of a lower percentage of the WM-data Shares thanthe percentage specified in the Offer, fails to gain the consent of themajority lenders to any amendment, termination, or granting of any waiver orconsent under, or agreement or decision not to enforce any condition ormaterial term of the Offer, fails to ensure that neither it nor any of itssubsidiaries gives any assurances or undertakings to any person for the purposeof obtaining any material anti-trust or competition authority necessary ordesirable in connection with the Acquisition without the consent of themajority of the lenders, or fails to comply with material offer regulations; ifthe above events are not remedied within a certain time period;Any representation or warranty relating to each obligor's status, powers (suchrepresentation includes any subsidiary of LogicaCMG) and authorities, the legalvalidity of the transaction documents entered into by that obligor and thenon-conflict of laws and regulations and other documents binding on theobligors by the Offer and financing, is incorrect in any material respect whenmade or deemed to be made or repeated;Any obligor or material subsidiary is insolvent, suspends making payments,begins negotiations with its creditors by reason of financial difficulties or amoratorium is declared in respect of any of its indebtedness; or any analogousevent;Certain insolvency proceedings are initiated such as the taking of steps with aview to a moratorium, steps are taken for a winding up of an obligor ormaterial subsidiary; or any analogous event;Any steps are taken to enforce certain security interests or certain measuresare taken to appoint receivers, managers etc.; or any analogous event.Any attachment, sequestration, distress or execution affects any asset of anobligor in relation to indebtedness of at least ‚£1,000,000 and is not stayed,withdrawn or discharged within 21 days; or any analogous event;It is or becomes unlawful for any obligor under the facilities to perform itsobligations under the Offer and financing;An obligor repudiates a financing document or evidences an intention torepudiate a transaction document.Appendix BDefinitionsThe following principal definitions apply throughout this document unless thecontext requires otherwise: "‚£", "p", "pence", the lawful currency of the United Kingdom "pounds" ABN AMRO ABN AMRO Bank N.V. ABN AMRO Corporate ABN AMRO Corporate Finance Limited Finance Acquisition the acquisition of WM-data Shares and WM-data Convertible Debentures pursuant to or in connection with the Offer, including conducting compulsory acquisitions of WM-data Shares under the squeeze out procedure following completion of the Offer. A Shares WM-data Shares designated by the articles of association of WM-data as series A shares, being shares in the capital of WM-data having extended voting rights and carrying 10 votes per A Share Australia the Commonwealth of Australia, its states territories and possessions B Shares WM-data Shares designated by the articles of association of WM-data as series B shares, being shares in the capital of WM-data not having extended voting rights and carrying 1 vote per B Share Board the board of directors of LogicaCMG Canada Canada, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof CREST the relevant system (as defined in the CREST Regulations) in respect of which CRESTCo. Limited is the Operator (as defined in the CREST Regulations) Directors the directors of LogicaCMG EBITA earnings before deduction of interest, tax and amortisation EBITDA earnings before deduction of interest, tax, depreciation and amortisation Enlarged Group the Group as enlarged by the acquisition of the WM-data Group Enlarged Share Capital the issued share capital of LogicaCMG as it will be immediately following the issue of the New LogicaCMG Shares Euronext Amsterdam as the context requires, Euronext Amsterdam N.V., or Eurolist by Euronext Amsterdam Extraordinary General the extraordinary general meeting of LogicaCMG to be Meeting or EGM held in connection with the Acquisition Financial Services and the Financial Services and Markets Act 2000 Markets Act FSA Financial Services Authority Group LogicaCMG, its subsidiaries and its subsidiary undertakings (but, for the avoidance of doubt, excluding the WM-data Group) Guaranteed Cash the guaranteed cash alternative for WM-data Alternative Shareholders and WM-data Convertible Debenture Holders as set out in paragraph 9 above Hoare Govett Hoare Govett Limited ING Wholesale Banking Wholesale banking division of ING Bank N.V. Investor AB Investor AB (publ), a company incorporated under the laws of Sweden with registered number 556013-8298 Japan Japan, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof LogicaCMG or the Company LogicaCMG plc, a company incorporated in England with registered number 01631639 and whose registered office is at Stephenson House, 75 Hampstead Road, London NW1 2PL LogicaCMG Shares ordinary shares of 10 pence each in the capital of LogicaCMG LogicaCMG Shareholders holders of LogicaCMG Shares London Stock Exchange or London Stock Exchange plc LSE Merrill Lynch Merrill Lynch International International New LogicaCMG Shares up to 408,577,469 new ordinary shares of 10 pence in the capital of the LogicaCMG to be issued pursuant to the Offer or otherwise in connection with the Acquisition Novo Group Novo A/S and its subsidiaries Offer the offer for the WM-data Shares as more fully described in Part II of this document Offer Document the offer document to be published by LogicaCMG pertaining to the Offer Official List the official list of the FSA PAC Pierre Audoin Consulting Prospectus Rules the prospectus rules of the FSA made pursuant to Part VI of the Financial Services and Markets Act Restricted Jurisdictions Australia, Canada, Japan and South Africa Securities Act the United States Securities Act of 1933, as amended SEK the lawful currency of Sweden South Africa South Africa, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof Unilog Unilog SA United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland United States or US the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia, and all other areas subject to its jurisdiction WM-data WM-data AB (publ), a company incorporated under the laws of Sweden with registered number 556124-5233 WM-data Directors The directors of WM-data as at the date of this document WM-data Convertible the convertible debentures issued by WM-data, Debentures entitling the holders thereof to convert the debentures into B Shares WM-data Convertible holders of WM-data Convertible Debentures Debenture Holders WM-data Group WM-data, its subsidiaries and its subsidiary undertakings WM-data Shareholders holders of WM-data A Shares or B Shares WM-data Shares issued and to be issued (prior to the closure of the Offer) ordinary shares of SEK 1 each in the capital of WM-data For the purposes of this document, references to one gender include the othergender.ABN AMRO Corporate Finance is acting as joint financial adviser and jointsponsor to LogicaCMG and is acting for no-one else in connection with theAcquisition and the listing of the New LogicaCMG Shares and will not beresponsible to anyone other than LogicaCMG for providing the protectionsafforded to customers of ABN AMRO Corporate Finance nor for providing advice inconnection with the Acquisition and the listing of the New LogicaCMG Shares orthe contents of this announcement or any other matter referred to herein.Hoare Govett is acting as joint corporate broker to LogicaCMG and is acting forno-one else in connection with the Acquisition and the listing of the NewLogicaCMG Shares and will not be responsible to anyone other than LogicaCMG forproviding the protections afforded to customers of Hoare Govett nor forproviding advice in connection with the Acquisition and the listing of the NewLogicaCMG Shares or the contents of this announcement or any other matterreferred to herein.Merrill Lynch International is acting as joint financial adviser, joint sponsorand joint corporate broker to LogicaCMG and is acting for no-one else inconnection with the Acquisition and the listing of the New LogicaCMG Shares andwill not be responsible to anyone other than LogicaCMG for providing theprotections afforded to customers of Merrill Lynch International nor forproviding advice in connection with the Acquisition and the listing of the NewLogicaCMG Shares or the contents of this announcement or any other matterreferred to herein.The corporate finance division of ING Bank N.V., London Branch, ("ING CorporateFinance"), which is regulated in the United Kingdom by The Financial ServicesAuthority, is acting as co-financial adviser exclusively for LogicaCMG and noone else in relation to the matters described in this announcement and will notbe responsible to anyone other than LogicaCMG for providing the protectionsafforded to clients of ING Corporate Finance or for giving advice in relationto this announcement or any transaction or arrangement referred to herein.The contents of this document must not be construed as legal, business, tax orinvestment advice. Each prospective investor should consult his, her or its ownlegal adviser, financial adviser, tax adviser or independent financial adviserfor legal, financial, tax or investment advice.The price and value of securities can go down as well as up. If you are in anydoubt as to the action you should take, you are recommended to seek your ownpersonal financial advice immediately from your stockbroker, bank manager,solicitor, accountant, fund manager or other independent financial adviserauthorised under the Financial Services and Markets Act if you are in theUnited Kingdom, or, if you are not, from another appropriately authorisedindependent financial adviser.This announcement includes forward-looking statements about LogicaCMG, WM-dataand the Enlarged Group. By their nature, forward-looking statements involverisks and uncertainties because they relate to events and depend oncircumstances that may or may not occur in the future. LogicaCMG cautions youthat forward-looking statements are not guarantees of future performance andthe Group's actual results of operations, financial condition and liquidity,and the development of the industry in which the Group operates may differmaterially from those made in or suggested by the forward-looking statementscontained in this document. These forward-looking statements speak only as atthe date of this announcement. Except as required by the FSA, the London StockExchange or applicable law, LogicaCMG (i) does not undertake any obligation toupdate or revise publicly any forward-looking statement, whether as a result ofnew information, future events or otherwise and (ii) expressly disclaims anyobligation or undertaking to release publicly any updates or revisions to anyforward-looking statement contained herein to reflect any change in LogicaCMG'sexpectations with regard thereto or any change in events, conditions orcircumstances on which any such statement is based.The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published ordistributed should inform themselves about and observe such restrictions.This announcement is not for distribution or transmission, directly orindirectly, in or into the United States, Canada, Australia, Japan or theRepublic of South Africa and does not constitute, or form part of, an offer tosell or the solicitation of an offer to subscribe for or buy and any securitiesto any person in the United States or in any Restricted Jurisdiction, nor thesolicitation of any vote or approval in any such jurisdiction, nor shall therebe any sale, issue or transfer of the Securities referred to in thisannouncement in any jurisdiction in contravention of applicable law. The Offeris not being made, directly or indirectly, in or into the United States, or byuse of the mails, or by any means or instrumentally (including, withoutlimitation, facsimile transmission, telephone and the internet) of interstateor foreign commerce, or of any facility of a national securities exchange, ofthe United States and the Offer cannot be accepted by any such use, means,instrumentally or facility or from within the United States.The New LogicaCMG Shares have not been and will not be registered under the USSecurities Act of 1933, as amended (the "Securities Act") and may not beoffered or sold in the United States unless registered under the Securities Actor an exemption from such registration is available. No public offering of NewLogicaCMG Shares is being made in the United States.i. Bƒ¶rje Ekholm (Chairman of WM-data's Board of Directors and CEO of InvestorAB), Lars Wedenborn (a WM-data Director and Executive Vice President and CFO ofInvestor AB) and Thord Wilkne (Deputy Chairman of WM-data) have notparticipated and will not participate in the WM-data Board of Directors'decisions in relation to the Offer due to a potential conflict of interestrelating to the undertakings in favour of LogicaCMG set out in paragraph 9above.ii. Based on the closing middle market price of 172.5 pence per LogicaCMG Shareon 18 August 2006 and SEK/‚£ exchange rate of SEK 13.535 / ‚£1 on 18 August 2006.In this announcement, unless otherwise stated, where a SEK figure is convertedto pounds sterling, a SEK/‚£ exchange rate of SEK 13.535 / ‚£1 on 18 August 2006has been applied.iii. Combined revenues for the year ended 31 December 2005 in excess of ‚£3billion and combined profit for the year ended 31 December 2005 of ‚£176.5million are stated on the basis of adding the reported 2005 revenue and profit,respectively, of WM-data, LogicaCMG and Unilog. LogicaCMG completed anacquisition of 100 per cent. of Unilog in January 2006 and that acquisitiontherefore had no direct impact on LogicaCMG's 2005 operational results. Revenueand profit figures have been extracted without adjustment from publishedaccounts and converted to pounds sterling at average exchange rates for theyear. There are material differences in the accounting policies of LogicaCMG,WM-data and Unilog.iv. Based on the market capitalisation of each of LogicaCMG and WM-data as atthe close of trading on 18 August 2006.v. CAGR 2005-2009 (source: PAC).vi. Exchange ratio of 0.95vii. This statement should not be interpreted to mean that the future earningsper share of LogicaCMG will necessarily match or exceed its historicalpublished earnings per share.viii. Based on the average SEK/‚£ exchange rate of SEK 13.59 / ‚£1 for the 12months to 31 December 2005.ix. Based on the average SEK/‚£ exchange rate of SEK 13.56 / ‚£1 for the 6 monthsto 30 June 2006.x. Based on a SEK/‚£ exchange rate of SEK 13.32 / ‚£1 on 30 June 2006.xi. Source: Gartner Dataquest.xii. Source: PAC.ENDLOGICACMG PLCRelated Shares:
LOG.L