Hexagon increases tender offer for Leica Geosystems

15 August 2005

· For each share in Leica, Hexagon offers CHF 440 in cash and 5 shares in Hexagon of series B (the "Improved Offer")

· The Board of Directors in Hexagon proposes that an Extraordinary Shareholders' Meeting to be held on 15 September 2005 (prior to the expiration of the acceptance period under the Improved Offer ) resolve on an issue of new shares of series B necessary to complete the Improved Offer

· Press and telephone conference today at 12:00 a.m. CET in Zürich

The Improved Offer
The Board of Directors of Hexagon AB (publ), Sweden, Stockholm, has resolved to improve its public tender offer for all publicly held registered shares in the Swiss listed company Leica Geosys-tems Holdings AG, Balgach, Switzerland.

The offer for each share in Leica consists of CHF 440 in cash and 5 shares in Hexagon of series B. Based on Hexagon's closing share price on 12 August 2005, the value of the Improved Offer represents CHF 573 per Leica-share. The Improved Offer exceeds Hexagon's initial offer by 31.4 per cent and the counter-bid made by the U.S. domiciled company Danaher Corporation by 14.5 per cent.

Due to the fact that certain resolutions as proposed by the Board of Directors of Hexagon will have to be adopted by the Extraordinary Shareholders' Meeting to issue the new series B-shares, the Improved Offer is subject to the condition that the Extraordinary Shareholders' Meeting of Hexagon to be held on 15 September 2005 has affirmatively resolved on the resolutions described below as well as obtained required registration and authorization for share exchange in the offer and listing of the new B-shares in Hexagon on the Stockholm Stock Exchange.

The offer period contained in the Improved Offer proposed by Hexagon requires the approval of the Swiss Takeover Board.

Hexagon's two major shareholders Mr. Melker Schörling and Mr. Maths O. Sundqvist that directly or indirectly holds 51.5 per cent and 10.8 per cent of the voting rights in Hexagon respectively have agreed to support the Improved Offer as well as vote in favour of the proposals made by the Board of Directors of Hexagon to the Extraordinary Shareholders' Meeting.

The Rationale of the Improved Offer
The Improved Offer follows from the new information provided to Hexagon in connection with a due diligence conducted during the last few weeks. This process convinced Hexagon that the initial valuation of the industrial synergies and the growth potential of Leica were too modest. Hexagon estimates that the annual direct synergy effect of the acquisition is likely to gradually reach CHF 45 million at EBIT level and that the combined sales growth is likely to be 9 per cent in 2006 and 10 per cent in 2007 with an operating margin of 15 per cent in 2007.

The proposal of the Board of Directors of Hexagon to the Extraordinary Shareholders' Meeting
As the Improved Offer partly consists of consideration in the form of new shares in Hexagon, an Extraordinary Shareholders' Meeting to be held on 15 September 2005 will be convened to resolve on the proposals made by the Board of Directors of Hexagon (see below). The notice to the Extraordinary Shareholders' Meeting will be provided through a separate press release and an announcement in the daily newspapers in Sweden on 18 August 2005.

The Board of Directors of Hexagon has in all material respects proposed that the Extraordinary Shareholders' Meeting resolves as follows:

(A.) To amend Hexagon's Articles of Association implying (i) that the share capital limits shall be increased to be not less than SEK 230,000,000 and not more than SEK 920,000,000; and (ii) that the ratio between the number of outstanding shares of series A and series B shall be changed to the effect that shares of series A may not exceed 50 per cent and the shares of series B may not exceed 95.6 per cent of the total amount of the outstanding shares in Hexagon. The resolution shall be subject to the Extraordinary Shareholders' Meeting's resolution to issue new shares as set out under item (B.) below.

(B.) To increase Hexagon's share capital with a maximum of SEK 52,963,940 by issuance of a maximum of 13,240,985 shares of series B each with a nominal value of SEK 4 where:
- the right to subscribe for the new shares shall only be granted to shareholders in Leica who in accordance with the terms and conditions of the Improved Offer have accepted the Improved Offer, with the right and the obligation for the subscribers to pay for the new shares in Hexagon by transfer of their shares in Leica to Hexagon, whereby the subscribers for each share in Leica shall be entitled to subscribe for 5 new shares of series B in Hexagon and to receive cash consideration in accordance with the terms and conditions of the Improved Offer;

- the new shares of series B shall entitle to dividend as from the financial year 2005;

- the resolution of the Extraordinary Shareholders' Meeting to increase Hexagon's share capital shall be subject to (i) the Extraordinary Shareholders' Meeting's resolution to amend the Articles of Association as set out under item (A.) above and (ii) Hexagon's decision to complete the Improved Offer.

(C.) To authorize the Board of Directors of Hexagon to, not longer than until the next annual general meeting of shareholders, on one or several occasions, resolve on an increase of Hexagon's share capital by not more than in total approximately SEK 26.5 million by way of an issue of not more than in total approximately 6.6 million shares of series B. The authorisation shall be an issue in kind in connection with acquisitions which may be made with respect to shares in Leica which are outstanding after payment has been made in accordance with the terms and conditions of the Improved Offer, whereby the right to subscribe for the new shares shall only be granted to holders of shares in Leica with the right and the obligation for the subscribers to pay for the new shares by transfer of their shares in Leica to Hexagon in accordance with the terms and conditions of such acquisitions. The resolution shall be subject to (i) the Extraordinary Shareholders' Meeting's resolution to amend the Articles of Association as set out under item (A.) above, (ii) the Extraordinary Shareholders' Meeting's resolution to issue new shares as set out under item (B.) above and (iii) Hexagon's decision to complete the Improved Offer.

Time schedule for the Improved Offer
Hexagon will publish the Improved Offer on 18 August 2005. The offer period is scheduled to begin on 23 August and expire on 23 September 2005, 4.00 p.m. (CET). Provided that the Improved Offer is successful, the offer period will be extended by an additional acceptance period of 10 trading days for the subsequent acceptance of the offer. Such additional acceptance period is expected to be open from 29 September 2005 to 12 October 2005, 4.00 p.m. (CET). Publication of the final results will be made on 18 October 2005. The time schedule is subject to the Swiss Takeover Board approving Hexagon's application for an extension of the offer period.

Secondary listing of shares in Hexagon at the Swiss Stock Exchange SWX
Subsequent to completion of an acquisition of Leica, Hexagon plans to seek a secondary listing of all B-shares on the Swiss Stock Exchange SWX. A secondary listing will amongst others be contingent upon the views expressed by the Leica shareholders.

Rights Issue of Hexagon
Following completion of an acquisition of Leica, the Board of Directors of Hexagon will resolve to increase Hexagon's share capital through a rights issue. The timing of the rights issue is not yet determined. Assuming an acceptance ratio of 100 per cent in the Improved Offer, the size of the rights issue is estimated at SEK 2 500 to 3 000 million.

Press conference
Hexagon AB invites interested parties to a press and telephone conference today, Monday, 15 August 2005, at 12:00 a.m. CET in Zürich. Please refer to www.hexagon.se for further instructions. Hexagon will also host a conference in Stockholm for subsequent questions on Tuesday, 16 August 2005, at 1:00 p.m. To register for the conference, please contact Hexagon phone at no. +46 8 601 26 20, before 11:00 a.m. on 15 August 2005.

For further information, please contact:

 Ola Rollén, President & CEO              	         	
 Hexagon AB	
 Tel: +46-8- 601 26 20
 Håkan Halén, CFO  
 Hexagon AB
 Tel: +46-8-601 26 20	

Prospectus and additional information will be made available on the Internet at www.hexagon-offer.ch.

This document is not a pre-announcement or an offering prospectus for the purchase of shares in Leica under Swiss takeover rules. Please refer to the publication of the official amendment to the original offer expected to be made on 18 August 2005.

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Hexagon AB
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