In connection with the Transaction, UBS Limited (“UBS“) rendered an opinion to the Boards of Directors of Niscayah Group AB (the “Company”), as of 26 July, and based upon and subject to the factors, assumptions, procedures, limitations and qualifications set forth in such opinion, relating to fairness, from a financial point of view, of the financial terms of the consideration offered by any third party bidder(s) for the Company. In rendering its opinion, UBS assumed and relied upon (without assuming any responsibility therefor), among other things, at the direction of the Company, the projections for the Company prepared by management of the Company. UBS’s opinion did not address the relative merits of the Transaction as compared to other business strategies or transactions that might be available with respect to the Company’s underlying business decision to effect the Transaction. UBS’s opinion is confidential and was provided solely for the benefit of the Company’s Boards of Directors (acting in their capacity as such) in connection with the Transaction and was not provided for the benefit of, and may not be relied upon by, the shareholders of the Company or any other person. UBS acted as financial adviser to Board of Directors of the Company in connection with the Transaction and will receive a fee for its services, most of which is contingent upon delivery of the opinion. In the past, UBS and its predecessors may have provided investment banking services to the Company and received compensation for the rendering of such services. UBS is acting for the Company in relation to the Transaction and for no one else and UBS shall not regard any other person (including, without limitation, any person who is a director, officer, employee, shareholder or creditor of the Company) as its client in relation to the Transaction and shall not be responsible to any person other than the Company for providing protections afforded to clients of UBS or advising any person involved in the Transaction other than the Company.
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