direct/ Capio AB - Capio Board recommends increased offer

The Board of Directors of Capio AB unanimously recommends shareholders of Capio to accept the increased offer from Opica

On 1 September 2006, Opica AB, a company indirectly jointly owned by funds advised by Apax Partners Worldwide LLP, by Nordic Capital Fund VI and by funds advised or managed by Apax Partners SA, announced an offer to the shareholders in Capio AB (publ) to tender all shares in Capio to Opica for SEK 153 in cash per share (the "Offer"). Opica has today decided to increase the offer price to SEK 167 in cash per share (the "Increased Offer").

The Increased Offer of SEK 167 per Capio share represents an increase of SEK 1,425 million or SEK 14 per share or 9% compared to the original Offer of SEK 153 per share and values the shares in Capio at SEK 16,993 million. The Board of Directors of Capio unanimously recommends the shareholders in Capio to accept the Increased Offer.

"It is clearly a positive for Capio and its employees that the ownership uncertainty has been removed. The Board of Directors assessed a number of alternatives and is of the opinion that the shareholders´ interests have been well served by the significantly increased offer from Opica", says Krister Hertzen, chairman of the Bid Evaluation Committee.

The Second Swedish National Pension Fund, The Fourth Swedish National Pension Fund, Orkla, Robur Funds, SEB Funds and SEB Trygg Liv as well as other shareholders in total representing approximately 37 per cent of the shares and votes in Capio, have stated that, based on the Board of Capio AB´s recommendation, they support the Increased Offer.

During the past few weeks, the Board and its advisers received several written non-binding proposals from private equity companies ("Alternative Proposals") meaningfully above the original Opica Offer of SEK 153 per share. The Board considered that pursuing these Alternative Proposals could potentially be in shareholders´ best interests and therefore entered into discussions with, and authorised due diligence to, a small number of parties with a view to enabling a recommended cash offer for Capio.

However, these parties have subsequently indicated that while they could still justify a level meaningfully above the original Opica Offer of SEK 153 per share, they have not been able to confirm a valuation level that the Board could recommend. The Board has therefore concluded that these discussions were unlikely to lead to a higher offer than the Increased Offer and has therefore, as of now, ceased such discussions.

In assessing its recommendation, the Board and its financial advisers considered Capio´s current financial performance and future prospects and applied traditional valuation methodologies including but not limited to discounted cash flow analysis and takeover multiples paid in recent transactions in this sector.

The Board of Capio will issue a response statement pursuant to item II.14 of the Takeover Rules of the Stockholm Stock Exchange, including a fairness opinion from its financial adviser, on Friday, 6 October 2006.

As earlier stated, Roger Holtback the Chairman of Capio AB has not participated in the Board´s deliberations and decisions regarding the Offer or the Increased Offer due to conflicts of interest.

A press conference with representatives from both Opica and Capio will be held today at 2 p.m. (CET) at Nordic Sea Hotel, venue "Maskinrummet", Vasaplan 7, Stockholm.

Gothenburg, October 5, 2006
Capio AB (publ)

The Board of Directors

Capio contact:
Ulrika Stenson, SVP Corporate Communications, Capio AB +46 31 732 40 04, +46 705 900 723

Capio Group is one of the leading providers of healthcare services in Europe and operates in Sweden, Norway, Denmark, Finland, the UK, Germany, France, Spain and Portugal. The Capio Group has annual net revenues of approximately SEK 13,000 M (EUR 1,400 M), with some 15,000 employees.


Capios Board Statement

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