13D Filing: Cevian Capital II GP Ltd and Ericsson L M Telephone Co (ERIC)

Page 4 of 9 – SEC Filing

Item
3.
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  As
of the date hereof, the Reporting Person has purchased for the accounts of the Cevian Entities an aggregate of 167,761,137
Class B Shares for an aggregate consideration (including brokerage commission) of approximately USD 1,056,441,237. The Cevian
Entities funded these purchases out of their general working capital.  The Class B Shares were purchased using Swedish
Krona. For the purposes of this Schedule 13D, a conversion rate of USD 1.00 for each SEK 8.7508 was used.

 

Item 4. PURPOSE OF TRANSACTION
   
  The Reporting Person acquired the Class
B Shares to which this Schedule 13D relates for investment purposes in the ordinary course of business because they believed
the Class B Shares represented an attractive investment opportunity.
   
  The Reporting Person intends to inform
the issuer’s nomination committee (the “Nomination Committee”) in writing that it’s shareholdings are of such significance
it has the right to participate in the Nomination Committee.  In this regard, the Reporting Person intends to propose
a Managing Partner at an affiliate of the Reporting Person as a member of the Nomination Committee.
   
  In pursuing such investment purposes,
the Reporting Person may further purchase, hold, vote, trade, dispose, engage in hedging and in similar transactions with
respect to the Class B Shares, other securities of the Issuer or derivative securities related thereto, or otherwise deal
in the Class B Shares or such other securities at times, and in such manner, as they deem advisable to benefit from changes
in market prices of such Class B Shares or such other securities, changes in the Issuer’s operations, business strategy or
prospects, or from a sale or merger of the Issuer. To evaluate such alternatives, the Reporting Person will routinely
monitor the Issuer’s operations, organizational and reporting structure, prospects, performance of business units,
management, executive compensation, development of competitive position, strategic matters, capital structure, and
prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting
Person and other investment considerations.  Consistent with its investment research methods and evaluation
criteria, the Reporting Person has discussed, and may continue to discuss, such matters with management or directors of
the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment
and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect,
and result in, the Reporting Person’s modifying the Cevian Entities’ ownership of Class B Shares or other securities of
the Issuer or derivative securities related thereto, exchanging information with the Issuer and any of the foregoing
persons pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer’s operations,
governance, capitalization, use of capital, financial metrics, capital allocations, organizational and reporting structure,
corporate structure, including its executive leadership team, executive compensation, acquisitions or dispositions,
proposing or nominating director candidates to the Issuer’s board of directors, changing their intention with
respect to any and all matters referred to in Item 4 of Schedule 13D and/or in proposing one or more of the other actions
described in subsections (a) through (j) of Item 4 of Schedule 13D as the Reporting Person may deem
appropriate.
  Except as set forth herein,
the Reporting Person has no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs
(a)-(j) of Item 4 of Schedule 13D.

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