Aldata Solution Oyj STOCK EXCHANGE RELEASE May 24th 2007 at 10:35 a.m. (EET) Sauna Acquisition LLC announces public tender offer of EUR 1.82 in cash Sauna Acquisition LLC, (the "Offeror") and Aldata Solution Oyj ("Aldata") have today entered into a combination agreement (the"Combination Agreement") whereby the Offeror, or a wholly owned direct or indirect subsidiary of the Offeror, will make a voluntary public tender offer to acquire all of the issued and outstanding shares (the "Shares") and issued and outstanding share warrants ("Warrants") in Aldata (the "Tender Offer"). The Offeror is a wholly owned direct or indirect subsidiary of Symphony Technology Group ("Symphony Group"). Symphony Group is a strategic holding company that helps companies maximize operational efficiencies in the enterprise software and services market. The purpose of the Tender Offer is to allow Aldata to benefit from Symphony Group's strong expertise in the retail sector and its extensive international network as Aldata develops a broader global footprint, and to allow Aldata to continue to focus on delivering leading Retail Solutions for the benefit of its customers. Terms and Conditions of Tender Offer and Combination Agreement Consideration The price offered for each Share validly tendered in the Tender Offer is EUR 1.82 in cash (the "Share Offer Price"). The Share Offer Price represents a premium of approximately 19 per cent compared to the closing price of the Shares on the Helsinki Stock Exchange on 23 May 2007, the last trading day before the announcement of the Tender Offer and 7 per cent compared to the volume-weighted average trading price of the Aldata Shares on the Helsinki Stock Exchange during the 12-month period preceding the announcement of the Tender Offer and approximately 13 per cent compared to the volume-weighted average trading price during the 3-month period preceding the announcement of the Tender Offer as well as a premium of approximately. The price in cash, offered for each validly tendered Warrant (the"Warrant Offer Price"), will be as follows: EUR 0.01 for each III 2001 series B warrant; EUR 0.01 for each IV 2001 series A warrant; EUR 0.01 for each IV 2001 series B warrant; EUR 0.79 for each V 2003 series B warrant; EUR 0.01 for each V 2003 series C warrant; EUR 0.14 for each V 2003 series D warrant; EUR 0.01 for each 2006 series A warrant; EUR 0.01 for each 2006 series B warrant; EUR 0.01 for each 2006 series C warrant. Tender Offer Period The Tender Offer period will commence as soon as practicable after the Financial Supervision Authority has approved the Tender Offer document, preliminarily on 21 June 2007, and the Tender Offer will be open for approximately four weeks unless the offer period is extended or suspended in accordance with the terms and conditions of the Tender Offer. The Offeror will reserve the right to extend or discontinue the offer period in accordance with the terms and conditions of the Tender Offer document. Conditions to Completion of Tender Offer The completion of the Tender Offer shall be conditional upon the satisfaction of the below conditions ("Minimum Acceptance Conditions"), any of which can be unilaterally waived by Offeror: the valid tender of Shares exceeding 90 per cent of the Shares and 90 per cent of Aldata's voting power; the receipt of all necessary competition, antitrust and other permits and approvals by the authorities, on terms reasonably acceptable to Offeror; no event, circumstance or change having occurred after the signing date of the Combination Agreement that, individually or in the aggregate with other such adverse events, circumstances or changes, results in a Material Adverse Change (as defined below); Offeror not, after the signing date of the Combination Agreement, having received information previously undisclosed to it that, individually or in the aggregate with other such adverse information, has resulted in a Material Adverse Change (as defined below); no court or regulatory authority of competent jurisdiction having given an order or issued any regulatory action preventing, postponing or materially challenging the consummation of the Tender Offer; the Board of Directors of Aldata not effecting a change in its recommendation regarding the Tender Offer; and the Combination Agreement not having been terminated and remaining in force."Material Adverse Change" means any change or development affecting Aldata that is, or would be reasonably likely to be, materially adverse to the business (as currently conducted or currently proposed by Aldata to be conducted), financial condition or results of operations of Aldata (on a consolidated basis); provided, however, that neither (i) a change in the general economic conditions or the general market conditions or the stock-market in general (and not having a materially disproportionate effect (relative to other industry participants) on Aldata (on a consolidated basis)) nor (ii) changes caused by the announcement of the transactions contemplated under the Combination Agreement shall be deemed to represent such change described above. Board Recommendation Under the Combination Agreement, the Board of Directors of Aldata (the "Board") has undertaken not to withdraw its recommendation (see below) for the Tender Offer, unless required to do so by the fiduciary duties of the Board of Directors under applicable laws and regulations. Competing Offers The Board has also agreed not to solicit any competing offers prior to or pending the Tender Offer. Should, however, Aldata be approached by a third party with a competing offer for Aldata or the business assets of Aldata, the Board has agreed to inter alia negotiate in good faith with Offeror to make adjustments to the Tender Offer, prior to the Board withdrawing its recommendation. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Acceptance Conditions the Board is not prohibited from engaging in negotiations or discussions with any third party that has made a non-solicited and bona fide written competing acquisition proposal if the Board determines in good faith that such competing acquisition proposal is or is reasonably likely to lead to a acquisition proposal superior to the Tender Offer. Representations and Warranties The Combination Agreement also includes representations, warranties and undertakings by Aldata customary in transactions of a similar nature. Expenses and Break-up Fee All fees and expenses incurred in connection with the Combination Agreement shall be paid by the party incurring such expenses, whether or not the Tender Offer is consummated. The Combination Agreement contains no break-up fee. Termination of Combination Agreement The Combination Agreement may be terminated by either party in case the Minimum Acceptance Conditions have not been satisfied or waived prior to 30 September 2007 and by either party incase of a material breach of applicable representations or warranties by the other party. Additional Information The Offeror reserves the right to complete the Tender Offer even if the Minimum Acceptance Conditions of the Tender Offer or any of them are not satisfied. Detailed terms and conditions of the Tender Offer will be included in the Tender Offer document to be published by the Offeror before the commencement of the Tender Offer period. The Offeror may at any time, decide to transfer the Tender Offer to a wholly owned, direct or indirect subsidiary to be used as an acquisition vehicle in connection with the Tender Offer. The Offeror has adequate financial resources available to complete the Tender Offer. Symphony Group will provide equity financing for the Tender Offer and Clearlake Capital Group, LP will provide debt financing for the Tender Offer. These financings are subject to customary market terms and conditions. The Offeror's intention is to acquire all of the issued and outstanding shares and share warrants in Aldata and to cause the shares of Aldata to be delisted from the Helsinki Stock Exchange as soon as permitted and practicable under applicable laws and regulations. Offeror has engaged Danske Markets Corporate Finance to act as lead manager in the Tender Offer. In Helsinki on 24 May 2007. OFFEROR ALDATA SOLUTION OYJ BOARD OF DIRECTORS BOARD OF DIRECTORS Aldata's Board of Directors Aldata issued a stock exchange release on 26 April 2007 stating that Symphony Group, acting through Symphony Technology II-A, L.P., had acquired a total of 20.089.125 shares in Aldata equaling to 29.29% of the share capital and voting rights of Aldata. Symphony Group is in control of the Offeror and therefore Offeror holds the said 29.29% of the Shares in Aldata. Aldata's Board has evaluated the competence of each of its members to participate in the preparation and decision making in connection with the execution of the Combination Agreement. The Board has noted that Symphony Group's managing director Mr. William Chisholm ("Chisholm") and Symphony Group's adviser Mr. Bertrand Sciard ("Sciard") are members of the Board. The Board's two other members are Mr. Pekka Vennamo and Mr. Peter Titz (Chairman of the Board). According to its evaluation and based on the recommendation from outside legal counsel the Board has resolved that Chisholm shall not participate in the preparation, evaluation or decision-making of the Board regarding the Combination Agreement or the subsequent Tender Offer and that Sciard shall not participate in the preparation or evaluation of the Combination Agreement or the subsequent Tender Offer but shall, however, participate in the decision-making based on the evaluation of the non-conflicted Board members Mr. Vennamo and Mr. Titz. Further, neither Chisholm nor Sciard shall be given any information regarding third party competing acquisition proposals, if any, until the non-conflicted Board members have resolved to give such information to the Offeror. The Board has acted solely through its non-conflicted and independent members. The Board has engaged an investment bank, Thomas Weisel Partners LLC ("TWP"), to provide an independent fairness opinion concerning the Share Offer Price and the Warrant Offer Prices with respect to the in-the-money Warrants. The fairness opinion rendered by TWP and received by the Board supports the Share Offer Price and such Warrant Offer Prices. Therefore, and based on other evaluations and considerations made by the Board, the Board is of the opinion that the Share Offer Price and the Warrant Offer Prices are sufficient and supports the offered prices to the shareholders and holders of Warrants of Aldata. The Board will issue its opinion on the Tender Offer as stipulated in the Securities Markets Act (the "SMA"), Chapter 6, Section 6 as soon as possible after the Tender Offer document has been communicated to Aldata in accordance with Chapter 6, Section 4 of the SMA (the"Opinion"). This Opinion will, among other things, address the Tender Offer from the perspective of Aldata as the target company and the holders of the Aldata's Shares and Warrants and the strategic plans of the Offeror presented in the offer document and on the likely effects thereof on the operations and employment of the Aldata. ALDATA SOLUTION OYJ BOARD OF DIRECTORS THE TENDER OFFER WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS (WHEN MADE AVAILABLE) WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW BY ANY MEANS WHATSOEVER INCLUDING, WITHOUT LIMITATION, MAIL, FACSIMILE TRANSMISSION, E-MAIL OR TELEPHONE. Aldata in brief Aldata Solution is one of the global leaders in supply chain software for retail, wholesale and logistics companies. The company's comprehensive range of Supply Chain Management and In-Store solutions enable its more than 300 customers across 50 countries to enhance productivity, profitability, performance and competitiveness. Aldata develops and supports its software through more than 600 Aldata professionals and a global partner network. Aldata is a public company quoted on the Helsinki Stock Exchange with the identifier ALD1V. More information at: www.aldata-solution.com.
SAUNA ACQUISITION LCC MAKES A PUBLIC TENDER OFFER FOR ALL SHARES AND WARRANTS IN ALDATA SOLUTION OYJ
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