PANOSTAJA OYJ Stock Exchange Bulletin 30th May 2007
PANOSTAJA OYJ TO LAUNCH A TAKEOVER BID FOR ALL SHARES IN SUOMEN HELASTO OYJ
Following an exchange of shares carried out on 30th May 2007, Panostaja Oyj
(hereinafter referred to as ‘Panostaja') now owns 68.77% of shares in Suomen
Helasto Oyj (hereinafter referred to as ‘Suomen Helasto'). As part of the share
exchange, Panostaja provided five Panostaja B shares in exchange for every six
Suomen Helasto shares and any remaining fractions of one share will be paid in
cash to Suomen Helasto's shareholders using the closing price for Panostaja B
shares as of 29th May 2007 as the basis for calculation. As a result of the
share exchange, Panostaja now holds 68.77% of both the share capital and the
voting power in Suomen Helasto.
Panostaja has thus incurred an obligation under the Securities Markets Act
Chapter 6 section 10 to launch a takeover bid to other shareholders in Suomen
Helasto.
The period of the takeover bid is expected to start at 9.30am EET on 3rd July
2007 and end at 4.00pm EET on 6th August 2007 (dates/times to be confirmed). The
company making the offer reserves the right to extend or suspend the bid period
according to the terms of the takeover bid. The offer document and the full
terms of the takeover bid are expected to be published on or around 29th June
2007.
As part of the takeover bid, Panostaja offers an exchange of shares, where six
Suomen Helasto shares will be exchanged for five Panostaja B shares and a cash
consideration for any remaining fractions of one share as specified above. As an
alternative to the share exchange, Panostaja offers a full cash consideration to
the value of €1.27 per share.
The closing prices for Panostaja's B share and Suomen Helasto's share on 29th
May 2007 were €1.52 and €1.19 respectively. The cash consideration offered for
Suomen Helasto's shares is about 6.7% higher than the company's closing price as
of 29th May 2007 and 7.0% higher than the volume-weighted average share price
over six months on the Helsinki Stock Exchange. The total value of the takeover
bid amounts to about €5.2 million.
The consideration offered by Panostaja in this takeover bid is based on the
amount of Panostaja's consideration to shareholders in Suomen Helasto in the
above-mentioned share exchange dated today, which is equivalent to the highest
consideration given by Panostaja in exchange for the securities referred to in
the bid over a period of six months preceding the obligation to launch the bid.
According to Panostaja's estimate, implementation of the bid will not entail
permission from competition or any other authorities.
The company intends to finance the exchange or purchase of shares from cash
reserves.
Panostaja will implement the share exchange by issuing a private placement to
those Suomen Helasto shareholders who are willing to transfer their shares to
Panostaja according to the terms of the takeover bid. As a result of the Annual
General Meeting held on 15th December 2006, Panostaja's Board of Directors is
authorised to decide on such placements.
The other main terms of the bid will be published in a specific Stock Exchange
Bulletin expected to be released on or around 7th June 2007.
PANOSTAJA OYJ
Board of Directors
For further information,
please contact Mr. Olli Halmevuo, CEO, Panostaja Oyj,
tel. +358 (0)3 263 4300 or mobile +358 (0)40 545 3767.
DISTRIBUTION
Helsinki Stock Exchange
Finnish Financial Supervision Authority
Key media
Panostaja and Helasto staff
THE TAKEOVER BID IS NOT OFFERED DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE
TO DO SO WOULD BE CONTRARY TO LAW AND THIS RELEASE MUST NOT BE DISSEMINATED OR
COMMUNICATED IN ANY WAY, INCLUDING BUT NOT LIMITED TO MAIL, FAX, TELEX,
TELEPHONE, E-MAIL OR INTERNET COMMUNICATIONS, TO OR FROM ANY JURISDICTIONS WHERE
IT WOULD BE ILLEGAL.