Dokument: Läs hela Adcorechefens brev

2001-06-26

To Senior Managers of Adcore

THE COOPERATION OF THE MANAGEMENT OF ADCORE SUBSIDIARIES WITH THE REGARD TO FULFILLING THE SALE OF ADCORE INTERNATIONAL

Dear Colleagues,

It has come to my knowledge that certain initiatives have started in the process of divesting the international operations. In order to put you all in the loop of information and action being taken today, I would like to give you some information and need your commitment as leaders of Adcore International. The board of Adcore has taken some vital decisions in order to create shareholder value, which is described in detail in the memo ”Statement with regard to the resolution” shown on our homepage (www.adcore.com).

As the board have taken this decision it is my duty as CEO of Adcore and your duty as management to follow their decision.

Adcore AB has entered into an agreement of 11th June 2001 with Martin Hauge, Svein Stavelin and the company under formation with regard to sale of Adcore’s subsidiaries outside Sweden. You have received a copy of the agreement. Martin and Svein have explained in the negotiations that they will actively work to involve local management in the ownership of the international businesses. I understand that you also have been offered a substantial ownership, which I think is very positive.

It is vital, both for Adcore AB and for the future of the divested Companies that this transaction is carried through. The agreements will facilitate external financing of the present and future operations of the divested companies and a purchase price for the sale of the divested companies to Adcore AB. The purchase price will in turn facilitate the present financing of the divested companies operational needs.

Any action by employees within the Adcore Group that may interrupt this process or contribute to the failure of this transaction will be considered as serious breach of loyalty, which may constitute bases for disciplinary sanctions and claim for compensation from the owners of the divested companies.

In order to clear any doubt whatsoever with regard to the companies’ position and the goals of the management, you are hereby advised that Adcore AB will prepare both decisions in extraordinary called shareholders meeting in the divested companies and in the Board of Directors of the divested companies stating that it is the divested companies’ goal to support and carry through this transaction and that the Country Managers and old key employees in the divested companies shall collaborate with Adcore AB and Martin Hauge/Svein Stavelin to their best effort in order to carry through the above mentioned transaction.

Adcore AB will not accept any other offerings regarding alternative sale of the divested companies or enter into any negotiations not based upon the above-mentioned agreement.

Due to information that has reached Adcore AB, we find it necessary to request your confirmation that you have received this information and that in your capacity as a Manager in Adcore, you will act according to the above stated interest of Adcore AB and be committed to effort support and promote the above mentioned transaction. Adcore AB requires your confirmation within tomorrow Wednesday 27th June, 9. a.m.

Best regards,

Ole Oftedal