ACQUISITION REPRESENTS PLATFORM FOR STRATEGIC EXPANSION OF MILESTONE'S FINANCIAL SERVICES ACTIVITIES OUTSIDE OF ICELAND STOCKHOLM, 26 April 2007 - A Swedish subsidiary of Milestone ehf. today announces a cash tender offer to acquire Invik & Co. AB (publ) ("Invik") for SEK 253 per Class A share, SEK 230 per Class B share and SEK 153.20 per warrant subject to the offer. The offer values Invik at SEK 7,424 million. Milestone ehf.'s Swedish subsidiary has today, immediately prior to the announcement of the offer, entered into agreements with Investment AB Kinnevik (publ), Emesco AB and certain other sellers (the "Sellers") regarding indirect and direct purchases of shares in Invik representing in the aggregate 63.1% of the voting rights and 25.9% of the share capital in Invik. Invik's board of directors unanimously recommends that holders of shares and warrants in Invik accept the offer. Invik brings to Milestone several niche non-life insurance platforms, a growing unit-linked life operation and an established presence in retail and institutional funds management. It also brings a private banking business with operations in Luxembourg and Sweden, focused on traditional private banking services, credit card programs and treasury outsourcing. The combined company will be privately owned by the brothers Karl Wernersson and Steingrímur Wernersson. The company will have key presences in insurance in Sweden and Iceland, where Milestone owns Sjóvá, one of Iceland's largest insurance companies, and banking with Milestone's Askar Capital complementing Banque Invik. Anders Fällman, CEO of Invik, and the management team will continue in their present positions after fulfillment of the offer. Karl Wernersson, Chairman of Milestone, said: "We are delighted to begin a new chapter in the development of the Milestone group. Invik is a major strategic step in our expansion outside of Iceland, and brings some of the best talent in Nordic financial services with it. We believe the acquisition of Invik will fuel our expansion within the Nordic region and position Milestone as a growing participant in the Nordic financial services arena." Gudmundur Ólason, CEO of Milestone, said: "With Invik, we are creating a business that will be able to continue to provide attractive products for its customers as well as first-class customer service. We look forward to completing the acquisition and working with Anders Fällman and his team to create a strong competitor in Nordic financial services and continue Invik's impressive track record in delivering growth and profitability." Anders Fällman, CEO of Invik, said: "We remain assured that Invik will continue to be a strong independent financial group. We share Milestone's entrepreneurial philosophy in the development of financial services businesses and, like them, we have seized opportunities both organically and through acquisition. We believe that the cultural fit is strong and are looking forward to work with our new partners to further develop our combined businesses." Recommended Cash Offer of SEK 253 per Class A Share and SEK 230 per Class B Share in Invik Goldcup D 2811 AB, a Swedish subsidiary of Milestone ehf. ("Milestone"), with a proposed change of name to Racon Holdings AB ("Milestone Sweden"), today announces a public cash offer to the holders of all issued and outstanding shares and warrants (other than warrants held by Invik or any of its subsidiaries[1]) of Invik to tender all Invik shares and warrants to Milestone Sweden (the "Offer"). Invik's Class B shares are listed on the Stockholm Stock Exchange (Sw. Stockholmsbörsen) (the "SSE"). Summary * Milestone Sweden is offering SEK 253 and SEK 230 per Class A and Class B share, respectively, in Invik. * Milestone Sweden is also offering SEK 153.20 for each outstanding warrant.[2] * The offer price for each Class B share represents a premium of 35.3% relative to the average closing prices of the Invik Class B shares on the SSE for the three month period prior to 26 April 2007 and a premium of 23.0% relative to the Invik Class B share closing price on the SSE of SEK 187 on 25 April 2007, the last trading day before the announcement of the Offer. * The offer price for each Class A share (carrying 10 times the votes of a Class B share) is 10% higher than the offer price for each Class B share. * The consideration offered is made for the shares after separation of the proposed dividend of SEK 4 per share. * The Offer values Invik at SEK 7,424 million. * Invik's board of directors unanimously recommends the Offer. * Milestone Sweden has, immediately prior to the announcement of the Offer, entered into agreements with the Sellers regarding indirect and direct purchases of shares in Invik representing in the aggregate 63.1% of the voting rights and 25.9% of the share capital in Invik. For this reason, the Offer complies with the provisions on mandatory offers of the SSE's Rules regarding Public Takeover Offers on the Stock Market (the "Takeover Rules"). * The acceptance period for the Offer is expected to run from the week of 21 May 2007 to the week of 11 June 2007. Settlement of the Offer is expected to begin approximately a week after the end of the acceptance period.[3] Background and Reasons for the Offer Milestone is an Icelandic, privately held investment company with a diversified portfolio of businesses and assets and whose bonds are listed on the OMX Icelandic Stock Exchange in Reykjavík. The company is regulated by the Icelandic Financial Supervisory Authority due to its holdings in Sjóvá, Glitnir Bank and Askar Capital and is required to publish its semi-annual accounts on the Icelandic Stock Exchange. Milestone is wholly owned by the brothers Karl Wernersson and Steingrímur Wernersson. The Milestone group's portfolio is comprised of holdings in insurance, financial services, pharmaceuticals, pharmacies and real estate in Europe, Asia and North America. Milestone has placed insurance at the forefront of its future growth segments within the Nordic region. The acquisition of Invik marks a new era for Milestone and will play a pivotal role in the transformation of the Milestone group. The acquisition will give Milestone the opportunity to use its resources and experience within banking and insurance to expand in the Nordic financial market and provide an enhanced platform for expansion of the banking operations of the Milestone group. Milestone believes that the acquisition of Invik represents an excellent fit with its existing financial services investments, and would add strong niche presences in selected areas of the Nordic financial services market. In particular, Milestone's ownership of Sjóvá, one of Iceland's largest insurance companies with EUR 99 million in net insurance premium for 2006, and its controlling stake in Askar Capital are potential cross-border synergies with Invik's operations. Milestone foresees significant synergies between the Milestone group and the Invik group in relation to operations, investments and future expansion in the Nordic region. Milestone's actions demonstrate that, like Invik, it is willing to start up businesses where this is the most appropriate growth strategy and rely on management's local expertise in growing the Invik platform. Milestone prides itself on working closely with management and fully expects to create synergies with the current management team of the Invik group based on the experience Milestone has gained in closely running a similarly sized insurance business in Iceland. The Offer Milestone Sweden is offering SEK 253 and SEK 230 in cash for each Invik Class A share and each Invik Class B share, respectively, and SEK 153.20 in cash for each Invik warrant. Pursuant to an exemption received from the Swedish Securities Council (Ruling 2007:14), the Offer is not being made in respect of any warrants currently held by Invik or any of its subsidiaries. The consideration offered is made for the shares after separation of the proposed dividend of SEK 4 per share. The offer prices for the Invik shares and warrants are subject to adjustment should Invik pay any dividend or make any other value transfer (Sw. värdeöverföring) prior to the settlement of the Offer other than the scheduled dividend of SEK 4. No commission will be charged to holders of Invik shares and warrants in the Offer. The offer price for each Class B share represents a premium of 35.3% relative to the average closing prices of the Invik Class B shares on the SSE for the three month period prior to 26 April 2007, a premium of 26.1% relative to the average closing prices of the Invik Class B shares on the SSE for the twenty trading-day period prior to 26 April 2007 and a premium of 23.0% relative to the Invik Class B share closing price on the SSE of SEK 187 on 25 April 2007, the last trading day before the announcement of the Offer. The offer price for each Class A share (each carrying 10 times the votes of a Class B share) is 10% higher than the offer price for each Class B share. The Offer values Invik at SEK 7,424 million (based on 6,990,376 Class A shares and 24,279,547 Class B shares outstanding and 467,500 outstanding warrants). Purchase Agreements with the Sellers Milestone Sweden has on this 26 April 2007, immediately prior to the announcement of the Offer, entered into agreements with the Sellers regarding indirect and direct purchases of in the aggregate 5,700,774 Class A shares and 2,387,520 Class B shares in Invik representing in the aggregate 63.1% of the voting rights and 25.9% of the share capital in Invik. If Milestone Sweden were to increase the prices in the Offer, the purchase agreements entitle the Sellers to be compensated for the difference. Furthermore, in the event that Milestone Sweden sells the purchased shares in a competing offer, the Sellers are entitled to receive 80% of Milestone Sweden's gain in such transaction. In such case, the prices in the Offer will be increased accordingly. Completion of these purchases is conditional upon approval by relevant financial supervisory authorities. Milestone Sweden's Holding of Invik Shares Except for the shares referred to under Purchase Agreements with the Sellers above, neither Milestone nor Milestone Sweden owns or otherwise controls shares in Invik. Mandatory Offer The Offer complies with the provisions applicable to mandatory offers of the SSE's Takeover Rules. Upon completion of the purchases from the Sellers referred to above, Milestone Sweden's holding of voting rights in Invik will exceed the mandatory offer threshold under the Swedish Act on Public Takeover Offers on the Stock Market (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden) (the "Takeover Act"). When the mandatory offer requirement is triggered, the Offer will be converted into a mandatory offer. Recommendation from Invik's Board of Directors The board of directors of Invik unanimously recommends that holders of Invik shares and warrants accept the Offer. Support from Invik In a letter to Milestone Sweden dated 26 April 2007, Invik's board of directors informs that it will recommend the Offer to the holders of Invik shares and warrants and assist Milestone Sweden in the preparation of the offer document relating to the Offer and in obtaining approvals from relevant financial supervisory authorities. The support from Invik's board of directors in this respect is however subject to, inter alia, that the Offer is completed within 20 weeks from announcement, that the Offer does not lapse or is not withdrawn, that the terms and conditions of the Offer are not changed and that no third party offer is made for Invik which corresponds to an offer value exceeding the value of the Offer. Condition to the Offer Completion of the Offer is conditional upon the relevant financial supervisory authorities' approval to Milestone Sweden's acquisition of Invik. Milestone Sweden reserves the right to withdraw the Offer in the event that it is clear that the above condition is not fulfilled or cannot be fulfilled. Withdrawal will however only be made if the defective fulfillment of the above condition is of material importance to Milestone Sweden's acquisition of shares and warrants in Invik. Description of Milestone and Milestone Sweden Milestone is an Icelandic investment company, wholly-owned by the brothers Karl Wernersson and Steingrímur Wernersson. The Milestone group's portfolio comprises holdings in insurance, financial services, pharmaceuticals, pharmacies and real estate in Europe, Asia and North America. As per 28 February 2007, Milestone had, on a consolidated basis, total assets of EUR 2,275 million and a total equity of EUR 712 million. Milestone Sweden is a wholly owned subsidiary of Milestone. Milestone Sweden's corporate registration number is 556726-9732, its registered office is in the municipality of Stockholm and its address is Box 5747, 114 87 Stockholm, Sweden. The company was registered with the Swedish Companies Registration Office (Sw. Bolagsverket) on 23 March 2007. Milestone Sweden has never conducted and at present does not conduct any business and its sole purpose is to make the Offer and take all actions to complete the Offer and operate as a parent company of Invik. About Invik Invik is a financial group with a broad product profile focusing on insurance, banking and fund management. Invik is active in a number of carefully selected industry segments in which the Invik group can create high growth and build long-term, successful companies, while consistently focusing on profitability. Invik group companies are distinguished by their constant efforts to seek new avenues for growth in profitable niches in the financial sector. Invik comprises five business areas: Modern Insurances Non-life, with its direct insurance operations focusing on individuals and small companies; Modern Insurances Life, which offers life, pension and endowment insurance; Assuransinvest manages the remaining run-off portfolio; Banque Invik, a private bank based in Luxemburg with operations in asset management, card operations and corporate services; Invik Funds, pursuing fund operations in Aktie-Ansvar and Modern Funds. The Invik Class B share is listed on the Stockholm Stock Exchange in the Mid Cap segment and is traded under the symbol INVKB. Financing for the Offer Milestone has irrevocably and unconditionally committed to provide Milestone Sweden with acquisition financing in the amount of EUR 557 million to finance the purchases of Invik shares from the Sellers and Invik shares and warrants under this Offer. Additional funds necessary to finance purchases of shares and warrants under the Offer will be provided through a EUR 250 million credit facility. Drawdown pursuant to the credit facility is subject to the condition to the Offer being satisfied. Besides the foregoing, the credit facility does not include any conditions relating to Invik or its business and is otherwise subject to conditions which Milestone Sweden and Milestone in practice control, and to other limited conditions (such as not becoming illegal for the lender to provide funding and the loan documentation remaining legal and binding), which are customary for a credit of this kind. The conditions to drawdown, which Milestone Sweden and Milestone in practice control are essentially that: - Milestone Sweden is capitalized by Milestone as agreed and that Milestone continues to control Milestone Sweden; - Milestone Sweden acts in compliance with the Offer and laws and regulations relating to the Offer; - Milestone Sweden provides agreed security, including a pledge over the shares acquired in Invik; and - Milestone Sweden is not in breach of certain limited key representations and undertakings, and certain limited key events of default under the loan documentation not having occurred. Management and Employees Milestone has high regard for Invik's management team and employees and intends to continue the excellent employee relations that it believes exist at Invik. Indicative Timetable Offer document made public Week of 21 May 2007 Acceptance period Week of 21 May 2007 to week of 11 June 2007 Estimated date for payment Week of 18 June 2007[4] Milestone Sweden reserves the right to extend the acceptance period. An extension of the acceptance period will, however, not affect the settlement date for those holders of Invik shares and warrants who have already accepted the Offer.[5] The Offer document will be distributed to the holders of Invik shares and warrants in connection with it being made public. The acquisition of Invik requires clearance from relevant financial supervisory authorities. The necessary clearances are expected to be received by the end of the acceptance period and the Offer is expected to be completed in June 2007. Compulsory Acquisition If Milestone Sweden acquires shares representing more than 90 percent of the shares in Invik, Milestone Sweden may call for compulsory acquisition of the then outstanding minority shares. De-listing Milestone Sweden intends to have the Invik Class B shares de-listed from the SSE provided that such de-listing can be made in accordance with applicable rules and regulations. Applicable Law and Disputes The Offer shall be governed by and construed in accordance with the laws of Sweden. Milestone Sweden has, in accordance with the Takeover Act, undertaken in relation to the SSE, and hereby undertakes in relation to the holders of Invik shares and warrants, to comply with the Takeover Rules and the Swedish Securities Council's (Sw. Aktiemarknadsnämnden) rulings regarding interpretation and application of the Takeover Rules,[6] and to submit to the sanctions that may be imposed by the SSE upon breach of the Takeover Rules. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm (Sw. Stockholms Tingsrätt) shall be the court of first instance. This Offer is not being made (nor will any tender of shares or warrants be accepted from or on behalf of holders) in any jurisdiction in which the making of the Offer or the acceptance of any tender of shares therein would not be made in compliance with the laws of such jurisdiction. The Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan, South Africa or the United States of America. The press release has been published in Swedish and English. In the event that there are any differences between the language versions, the English language version shall prevail. Advisors Bear, Stearns International Limited and Morgan Stanley & Co. Limited are acting as financial advisors and Gernandt & Danielsson Advokatbyrå is acting as legal advisor to Milestone and Milestone Sweden in connection with the Offer. Stockholm, 26 April 2007 Racon Holdings AB[7] The board of directors Further Information For further information, see Invik's separate press release. Relevant material is to be published on Milestone's website (www.milestone.is). For further information, please contact: Gudmundur Ólason, CEO Milestone +46 (0) 8 696 12 10 Forward-looking Statements This press release may contain forward-looking statements. These statements are not guarantees of future performance and are subject to inherent risks and uncertainties. Forward-looking statements may be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "intends," "estimates," "projects," "targets," "forecasts," "seeks," "could," or the negative of such terms, and other variations on such terms or comparable terminology. Forward-looking statements include, but are not limited to, statements about the expected future business of Invik resulting from and following the Offer. These statements reflect Milestone Sweden's current expectations, based upon information currently available to it and are subject to various assumptions, as well as risks and uncertainties that may be outside of their control. Actual results could differ materially from those expressed or implied in such forward-looking statements. Any such forward-looking statements speak only as of the date on which they are made and Milestone Sweden is under no obligation to (and expressly disclaims any such obligation to) update or alter such forward-looking statements whether as a result of new information, future events or otherwise. [1] Pursuant to an exemption received from the Swedish Securities Council (Ruling 2007:14) the Offer is not being made in respect of such unallocated warrants. [2] The offer price for each warrant represents the difference between the offer price for each Class B share and the strike price of the warrants being SEK 76.80. [3] Provided that necessary approvals have been obtained from relevant financial supervisory authorities. [4] Provided that necessary approvals have been obtained from relevant financial supervisory authorities. [5] However, settlement will not commence until necessary approvals have been obtained from relevant financial supervisory authorities. [6] This includes its former rulings with respect to the rules on public offers for the acquisition of shares issued by the Swedish Industry and Commerce Stock Exchange Committee, where applicable. [7] The company name, Racon Holdings AB, will be registered as promptly as possible with the Swedish Companies Registration Office.