Aldata Solution Oyj STOCK EXCHANGE RELEASE June 29, 2007, 09.00 (EET) Aldata Solution Oyj has today received the following release:"Sauna Acquisition LLC announces that it will launch its public tender offer through its wholly owned subsidiary Sauna Tenderco 1 SAS for all issued and outstanding shares and warrants in Aldata Solution Oyj on 29 June 2007. The price offered for each share validly tendered for in the tender offer is EUR 1.82 in cash. The share offer price represents a premium of approximately 19 per cent compared to the closing price of the share on the Helsinki Stock Exchange on 23 May 2007, the last trading day before 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 approximately 7 per cent compared to the volume-weighted average trading price during the 12-month period preceding the announcement of the tender offer on 24 May 2007. The price in cash, offered for each validly tendered warrants, 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 VI 2006 series A warrant; EUR 0.01 for each VI 2006 series B warrant; EUR 0.01 for each VI 2006 series C warrant. The acceptance period for the tender offer will commence 29 June 2007 at 9:30 am. (Finnish time) and will expire 27 July 2007 at 16:30 pm (Finnish time), unless the offer period is extended or suspended in accordance with the terms and conditions of the tender offer. A shareholder or a warrant holder may at any time prior to the expiry of the offer period or, if applicable, the extended offer period withdraw the shares or warrants tendered for. The obligation of Sauna Acquisition LLC to accept the shares and warrants validly tendered for and to complete the tender offer shall be subject to the satisfaction or, waiver of the conditions to completion as set forth in the terms and conditions of the tender offer. In accordance with and subject to the terms and conditions of the tender offer, Sauna Acquisition LLC reserves the right to complete the tender offer even if the conditions to completions of the tender offer are not satisfied. Sauna Acquisitions LLC will announce the preliminary result of the tender offer on or about the first Finnish banking day following the expiry of the offer period, or, if applicable, the extended or suspended offer period. Sauna Acquisitions LLC will announce the final result of the tender offer on or about the third Finnish banking day following the expiry of the offer period, or, if applicable, the extended or suspended offer period. The announcement of the final result will also confirm the percentage of shares and warrants that have been validly tendered for and not properly withdrawn and whether the tender offer will be completed. Most of the Finnish book-entry account operators will send a notification of the tender offer, including instructions and the relevant acceptance form to their customers who are registered as shareholders in the shareholders' register of Aldata Solution Oyj. Shareholders who do not receive such notification from their book-entry account operator or asset manager can contact any branch office of cooperative banks belonging to OP Group and of Helsingin OP Pankki Oyj The Finnish Financial Supervision Authority has on 28 June 2007 approved the tender offer document relating to the tender offer. The tender offer document will be available in Finnish from 29 June 2007 onwards at above mentioned banks belonging to OP Group and of Helsingin OP Pankki Oyj and at OMX Way -office, Fabianinkatu 14, FI-00130 Helsinki, Finland, and on the internet at www.op.fi/esite and www.aldata-solution.com. The tender offer document will be available in English at OKO Corporate Finance Ltd., Teollisuuskatu 1b, FI-00510 Helsinki, Finland. The detailed terms and conditions of the Tender Offer have been enclosed in their entirety as an annex to this press release. SAUNA ACQUISITION LLC Board of Directors 3. TERMS AND CONDITIONS OF THE TENDER OFFER The following sets forth the terms and conditions of the Tender Offer. Capitalized terms appearing in these terms and conditions of the Tender Offer not defined in this Chapter 3. have the meanings ascribed to such terms in the preceding sections of this Tender Offer Document. 3.1 Object of the Tender Offer Through the Tender Offer, the Offeror offers to acquire all of the issued and outstanding Shares and Warrants in the Company on the terms and conditions set forth below. In the event that, prior to the expiry of the Offer Period, a Warrantholder subscribes for new shares in the Company in accordance with the terms and conditions of such Warrants, such Warrantholder may, during the Offer Period, tender the new shares so subscribed for by virtue of such Warrants in the Tender Offer after the new shares in the Company have been registered on the subscriber's book-entry account. 3.2 Offer Price The Share Offer Price for each Share validly tendered for in accordance with the terms and conditions of the Tender Offer is EUR 1.82 in cash. The Warrant Offer Price for each Warrant validly tendered for in accordance with the terms and conditions of the Tender Offer in cash is as follows: EUR 0.01 for each III 2001 B Warrant; EUR 0.01 for each IV 2001 A Warrant; EUR 0.01 for each IV 2001 B Warrant; EUR 0.79 for each V 2003 B Warrant; EUR 0.01 for each V 2003 C Warrant; EUR 0.14 for each V 2003 D Warrant; EUR 0.01 for each VI 2006 A Warrant; EUR 0.01 for each VI 2006 B Warrant; and EUR 0.01 for each VI 2006 C Warrant. 3.3 Offer Period The Offer Period commences after the FSA has approved this Tender Offer Document, preliminarily on 29 June 2007 at 9:30 am (Finnish time) and expires on 27 July 2007 at 4:30 pm (Finnish time), unless the Offer Period is extended or suspended as set forth below. Until all the Conditions to Completion (as defined below) have been satisfied or waived in accordance with the terms and conditions of the Tender Offer, the Offeror may extend the Offer Period for a period of time to be determined later. The maximum duration of the Offer Period (including any extended period) is 10 weeks. However, if the Conditions to Completion have not been satisfied due to a particular obstacle, the Offeror may according to the FSA Standard 5.2.c (dno 8/120/2004) extend the Offer Period beyond 10 weeks until such obstacle is removed and the Offeror has had a reasonable time to respond to the situation. In such a case, the date of the expiry of the extended Offer Period will be published at least two (2) weeks before such expiry. The Offeror will inform of the possible extension of the Offer Period by a release at the latest on 27 July 2007. The Offeror will inform of a possible extension of an already extended or suspended Offer Period at the latest on the first Finnish banking day following the expiry of the Offer Period. If the Offeror extends the Offer Period, the Offer Period will expire on the date and at the time to which the Offeror extends the Offer Period unless the extended Offer Period is extended or suspended as set forth below. The Offeror may suspend the Offer Period or the extended Offer Period should all the Conditions to Completion be satisfied or waived by the Offeror before the expiry of the Offer Period or the extended Offer Period and may execute the sale and purchase of the Shares and Warrants validly tendered for and not properly withdrawn. The Offer Period will, however, last for a minimum of three (3) weeks. Should the Offeror suspend the Offer Period or the extended Offer Period, the Offeror will announce its decision thereon without undue delay after such decision has been made and in any case at least two (2) weeks before the date on which the Offer Period or the extended Offer Period will expire as a result of such decision to suspend the Offer Period or the extended Offer Period. If the Offeror suspends the Offer Period or the extended Offer Period, the Offer Period or the extended Offer Period will expire on such earlier date and at the time indicated in such announcement made by the Offeror. 3.4 Conditions to Completion of the Tender Offer The obligation of the Offeror to accept the Shares and Warrants validly tendered for and to complete the Tender Offer shall be subject to the fulfillment or, to the extent permitted by applicable law, waiver by the Offeror of the following conditions ("Conditions to Completion") on or prior to the date of execution of the sale and purchase of Shares and Warrants pursuant to the Tender Offer (the"Closing Date"): 1) the valid tender of Shares representing more than nine-tenths (9/10) of the Shares and nine tenths (9/10) of Aldata's voting power (to include Shares Owned by Symphony); 2) the receipt of all necessary competition, antitrust and other permits and approvals by the authorities on terms reasonably acceptable to the Offeror; 3) 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, circumstance or changes, results in a Material Adverse Change (as defined below); 4) the 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); 5) no court or regulatory authority of competent jurisdiction having given any order or issued any regulatory action preventing, postponing or materially challenging the consummation of the Tender Offer; 6) the Board of Directors of Aldata not effecting a change in its recommendation (for the purpose of this Section, the recommendation by the Board refers to both the Initial Recommendation and the Board Recommendation, both as defined in Section 2.1 of the Combination Agreement (see Annex A)) regarding the Tender Offer; and 7) the Combination Agreement between the Parent and Aldata 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 a change as described above. The Offeror reserves the right to unilaterally (subject to below) waive, in its discretion, to the extent permitted by applicable laws, any of the Conditions to Completion that have not been satisfied. Furthermore, the waiving by the Offeror of Condition to Completion 1 set out above is subject to the Offeror receiving approval to waive such a Condition to Completion from both Symphony Technology II-A, L.P. and Clearlake Capital Group, LP. The waiver and/or satisfaction of the Conditions to Completion of the Tender Offer will be disclosed by the publication of a release. 3.5 Obligation to Increase the Offer Price or to Pay Compensation The Offeror reserves the right to acquire Shares in public trading on the Helsinki Stock Exchange during the Offer Period. If the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2 of the Finnish Securities Market Act acquires, before the expiry of the Offer Period, Shares or Warrants at a price higher than the Share Offer Price or the Warrant Offer Price or otherwise on terms that are more favorable than those of the Tender Offer, the Offeror must according to Chapter 6, Section 13 of the Finnish Securities Market Act amend the terms and conditions of the Tender Offer to correspond to the more favorable terms (obligation to increase the offer). The Offeror shall then, without delay, make public the triggering of the obligation to increase the Offer and pay, in connection with the completion of the Tender Offer, the difference between the acquisition on more favorable terms and the consideration offered in the Tender Offer to the Shareholders and Warrantholders who have accepted the Tender Offer. If the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2 of the Finnish Securities Market Act acquires, during the nine (9) month period following the expiry of the Offer Period, Shares or Warrants in Aldata at a price higher than the Share Offer Price or the Warrant Offer Price or otherwise on terms that are more favorable than those of the Tender Offer, the Offeror must according to Chapter 6, Section 13 of the Finnish Securities Market Act compensate those Shareholders and Warrantholders who have accepted the Tender Offer for the amount equal to the difference between the acquisition on more favorable terms and the consideration offered in the Tender Offer (obligation to compensate). The Offeror shall then, without delay, make public the triggering of the obligation to compensate and pay the difference between the acquisition on more favorable terms and the consideration offered in the Tender Offer within one month after the triggering of the obligation to compensate to the Shareholders and Warrantholders who have accepted the Tender Offer. According to Chapter 6, Section 13, Subsection 5 of the Finnish Securities Market Act, the obligation to compensate shall, however, not be triggered in case the payment of a price higher than the Share Offer Price or the Warrant Offer Price is based on an arbitral award pursuant to the Finnish Companies Act, provided that the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2 of the Finnish Securities Market Act has not offered to acquire Shares or Warrants on terms that are more favorable than those of the Tender Offer prior to, or pending, the arbitral proceedings. 3.6 Acceptance Procedure of the Tender Offer Shares Most of the Finnish book-entry account operators will send a notification of the Tender Offer, including instructions and the relevant acceptance form to their customers who are registered as Shareholders in the shareholders' register of the Company. Shareholders who do not receive such notification from their book-entry account operator or asset manager can contact any branch office of cooperative banks belonging to OP Group and of Helsingin OP Pankki Oyj where such Shareholders will receive all necessary information and can give their acceptance. A Shareholder in the Company whose shareholding is registered in the name of a nominee and who wishes to accept the Tender Offer shall effect such acceptance in accordance with the respective nominee's instructions. Shares that are pledged may only be tendered for with the consent of the relevant pledgee. The obtaining of such consent shall be the responsibility of the relevant Shareholder in the Company. A Shareholder in the Company who is registered as a shareholder in the shareholders' register of the Company and who wishes to accept the Tender Offer shall submit a properly completed and duly executed acceptance form to the account operator managing the Shareholder's book-entry account in accordance with the instructions given on the form and within the time limit set by the account operator or, in the case such account operator does not deal with acceptance forms (e.g. customers of the Finnish Central Securities Depository), such Shareholder shall contact any branch office of cooperative banks belonging to OP Group and of Helsingin OP Pankki Oyj to give his/her acceptance to tender the Shares. The acceptance form shall be submitted so that it is received during the Offer Period or, if the Offer Period has been extended, during such extended Offer Period, however, always in accordance with the instructions of the relevant account operator. The method of delivery of the acceptance form is at the Shareholder's option and risk, and the delivery of the acceptance form will be deemed made only when actually received by such account operator or any branch office of cooperative banks belonging to OP Group and of Helsingin OP Pankki Oyj. By accepting the Tender Offer, the Shareholders of the Company authorize OKO Corporate Finance Ltd. (or its appointee) or the account operator managing the respective Shareholder's book-entry account to sell the Shares to the Offeror in accordance with the terms and conditions of the Tender Offer. A Shareholder may accept the Tender Offer only unconditionally and in relation to all of the Shares registered on the relevant book-entry account. By accepting the Tender Offer, each of the non-Finnish Shareholders of the Company irrevocably represents to Symphony, the Parent, the Offeror and OKO Corporate Finance Ltd. that such Shareholder has observed the laws of all relevant jurisdictions and obtained any requisite governmental or other consents required for the acceptance of the Tender Offer. Such non-Finnish Shareholder also represents that he/she has complied with all requisite formalities and paid any issue, transfer or other taxes or duties due from such non-Finnish Shareholder in connection with such acceptance in any jurisdiction. By accepting the Tender Offer, each of the non-Finnish Shareholders also represents that such Shareholder has not taken or omitted to take any action which may result in Symphony, the Parent, the Offeror, OKO Corporate Finance Ltd. or any other person acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Tender Offer or such Shareholder's acceptance of the Tender Offer. A Shareholder has the right to withdraw the acceptance regarding the Shares tendered for by him/her in accordance with the terms and conditions of the Tender Offer. The Offeror may reject any tender of the Shares, if such tender does not contain all the Shares of the respective Shareholder on the relevant book-entry account. A Shareholder that has validly accepted the Tender Offer and that has not properly withdrawn his/her acceptance in accordance with the terms and conditions of the Tender Offer may not sell or otherwise dispose of the Shares tendered for. A transfer restriction in respect of these Shares will be registered on the relevant book-entry account after a Shareholder has validly accepted the Tender Offer. If the Tender Offer is not completed or if the acceptance of the tender is properly withdrawn by the Shareholder in accordance with the terms and conditions of the Tender Offer, the transfer restriction registered in respect of the tendered Shares on the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the announcement that the Tender Offer will not be completed or the receipt of a notice of withdrawal by the relevant Shareholder of his/her acceptance in accordance with the terms and conditions of the Tender Offer. Shares that have not been transferred into the book-entry system In order to tender for the Shares that have not been entered into the book-entry system, the relevant Shareholder shall, prior to tendering for such Shares, transfer them to the book-entry system through the Shareholder's own account operator or asset manager. The Shareholder must in this context deliver the share certificates evidencing such Shares and present appropriate evidence of title to such Shares. Warrants Most of the Finnish book-entry account operators will send a notification of the Tender Offer, including instructions and the relevant acceptance form, to their customers who are Warrantholders. Warrantholders who do not receive such notification from their book-entry account operator or asset manager, can contact any branch office of cooperative banks belonging to OP Group and of Helsingin OP Pankki Oyj where such Warrantholders will receive all necessary information and can give their acceptance. A Warrantholder whose holdings are registered in the name of a nominee and who wishes to accept the Tender Offer shall effect such acceptance in accordance with the respective nominee's instructions. Warrants that are pledged may only be tendered for with the consent of the relevant pledgee. The obtaining of such consent shall be the responsibility of the relevant Warrantholder in the Company. A Warrantholder who wishes to accept the Tender Offer shall submit the properly completed and duly executed acceptance form to the account operator managing the Warrantholder's book-entry account in accordance with the instructions on the acceptance form and within the time limit set by the respective account operator or, in the case such account operator does not accept acceptance forms (e.g. customers of the Finnish Central Securities Depository) such Warrantholder shall contact any branch office of cooperative banks belonging to OP Group and of Helsingin OP Pankki Oyj to give his/her acceptance to tender the Warrants. The acceptance form shall be submitted so that it is received during the Offer Period, or, if the Offer Period has been extended, during such extended Offer Period, however, always in accordance with the instructions of the relevant account operator. The method of delivery of acceptance form is at the Warrantholder's option and risk, and the delivery of the acceptance form will be deemed made only when actually received by such account operator or any branch office of cooperative banks belonging to OP Group and of Helsingin OP Pankki Oyj. By accepting the Tender Offer, the Warrantholder authorizes OKO Corporate Finance Ltd. (or its appointee) or the account operator managing the Warrantholder's book-entry account to sell the Warrants to the Offeror in accordance with the terms and conditions of the Tender Offer. A Warrantholder may accept the Tender Offer only unconditionally and in relation to all of the Warrants registered on his/her book-entry account. The Warrantholder has the right to withdraw the acceptance regarding the Warrants tendered for by him/her in accordance with the terms and conditions of the Tender Offer. The Offeror may reject any tender of the Warrants, if such tender does not contain all the Warrants of the respective Warrantholder on the relevant book-entry account. A Warrantholder that has validly accepted the Tender Offer and that has not properly withdrawn his/her acceptance in accordance with the terms and conditions of the Tender Offer may not sell or otherwise dispose of the tendered Warrants. A transfer restriction in respect of these Warrants will be registered on the relevant book-entry account after the Warrantholder has validly accepted for the Tender Offer. If the Tender Offer is not completed or if the acceptance of the tender is properly withdrawn by a Warrantholder in accordance with the terms and conditions of the Tender Offer, the transfer restriction registered in respect of the tendered Warrants on the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the announcement that the Tender Offer will not be completed or the receipt of a notice of withdrawal in accordance with the terms and conditions of the Tender Offer. Warrants that have not been transferred into the book-entry system OKO Corporate Finance Ltd. will send a notification of the Tender Offer, including instructions and the relevant acceptance form to the Warrantholders, whose Warrants have not been transferred into the book-entry system (only Warrants V 2003 B, V 2003 C and V 2003 D have been entered into the book-entry system). Such Warrantholders should follow the relevant instructions regarding the Tender Offer relating to the acceptance or withdrawal of acceptance of Warrants. 3.7 Withdrawal Rights The acceptance of the Shares and Warrants validly tendered for in accordance with the terms and conditions of the Tender Offer may be withdrawn by the Shareholder and/or the Warrantholder at any time prior to the expiry of the Offer Period, or if the Offer Period has been extended, prior to the expiry of the extended Offer Period. The proper withdrawal of the acceptance of the Shares and Warrants validly tendered for requires that a written notice of withdrawal is submitted to the same account operator to whom the acceptance form with respect to such Shares and/or Warrants was submitted. In case the acceptance form with respect to Shares and/or Warrants was submitted to any branch office of cooperative banks belonging to OP Group and of Helsingin OP Pankki Oyj, the notice of withdrawal must be submitted to any branch office of cooperative banks belonging to OP Group and of Helsingin OP Pankki Oyj. In case of holdings that are registered in the name of a nominee, the Shareholder or Warrantholder shall instruct the respective nominee to submit the notice of withdrawal. If a Shareholder or Warrantholder withdraws his/her acceptance of the Tender Offer in accordance with the terms and conditions of the Tender Offer, the transfer restriction registered in respect of the tendered Shares and/or Warrants on the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the receipt of a notice of withdrawal in accordance with the terms and conditions of the Tender Offer. Shares and Warrants the acceptance of which is withdrawn may be re-tendered by following the acceptance procedures described in Section 3.6 above prior to the expiry of the Offer Period or, if the Offer Period has been extended, prior to the expiry of such extended Offer Period. The account operator managing the relevant book-entry account or the nominee may charge a fee for withdrawals in accordance with its price lists. 3.8 Announcement of the Result of the Tender Offer The Offeror will announce the preliminary result of the Tender Offer on or about the first (1st) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or suspended Offer Period, and will announce the final result on or about the third (3rd) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or suspended Offer Period. The Offeror's announcement of the final result will confirm (i) the percentage of the Shares and Warrants that have been validly tendered for and not properly withdrawn and (ii) whether or not the Tender Offer will be completed. 3.9 Terms of Payment and Settlement of Shares The sale and purchase of the Shares validly tendered for and not properly withdrawn in accordance with the terms and conditions of the Tender Offer will be executed on the Closing Date, which shall be no later than five (5) Finnish banking days following the expiry of the Offer Period, or if the Offer Period has been extended or suspended, the expiry of the extended or suspended Offer Period. The sale and purchase of the Shares will take place on the Helsinki Stock Exchange if permitted by the rules applicable to the securities trading on the Helsinki Stock Exchange. Otherwise the sale and purchase of the Shares will take place outside of the Helsinki Stock Exchange. Settlement will be effected on or about the third (3rd) Finnish banking day following the Closing Date (the "Share Settlement Date"). The payment of the Share Offer Price will be deposited on the Share Settlement Date into the bank account connected to the Shareholder's book-entry account or, in the case of Shareholders whose holdings are registered in the name of a nominee, into the bank account specified in the acceptance form. If the bank account of a tendering Shareholder is with a different banking institution than such holder's book-entry account, the Share Offer Price will be paid, in accordance with the schedule of money transactions between banking institutions, to the Shareholder's bank account so that it is on the Shareholder's bank account approximately two (2) Finnish banking days following the Settlement Date, at the latest. The Offeror reserves the right to postpone the payment of the Share Offer Price if payment is prevented or suspended due to a force majeure event, but shall effect such payment immediately after the force majeure event preventing or suspending the payment is resolved. 3.10 Terms of Payment and Settlement of Warrants The sale and purchase of the Warrants validly tendered for and not properly withdrawn in accordance with the terms and conditions of the Tender Offer will be executed no later than eight (8) Finnish banking days following the expiry of the Offer Period, or if the Offer Period has been extended or suspended, the expiry of the extended or suspended Offer Period. The sale and purchase of the Warrants will take place outside of the Helsinki Stock Exchange. Settlement will be effected on the same day as the sale and purchase of the Warrants, i.e. no later than eight (8) Finnish banking days following the expiry of the Offer Period, or if the Offer Period has been extended or suspended, the expiry of the extended or suspended Offer Period ("Warrant Settlement Date"). The payment of the Warrant Offer Price will be deposited on the Warrant Settlement Date into the bank account connected to the Warrantholder's book-entry account or, in the case of Warrantholders whose holdings are registered in the name of a nominee, into the bank account specified in the acceptance form. If the bank account of a tendering Warrantholder is with a different banking institution than such holder's book-entry account, the Warrant Offer Price will be paid, in accordance with the schedule of money transactions between banking institutions, to the Warrantholder's bank account so that it is on the Warrantholder's bank account approximately two (2) Finnish banking days following the Warrant Settlement Date, at the latest. The Offeror reserves the right to postpone the payment of the Warrant Offer Price if payment is prevented or suspended due to a force majeure event, but shall effect such payment immediately after the force majeure event preventing or suspending the payment is resolved. 3.11 Transfer of Ownership Title to the Shares and Warrants validly tendered for and not properly withdrawn in the Tender Offer will pass to the Offeror on the Share Settlement Date/Warrant Settlement Date against the payment of the Share Offer Price/Warrant Offer Price by the Offeror to the tendering holder of the Shares or Warrants, as applicable. 3.12 Transfer Tax and Other Payments The Offeror will pay the Finnish transfer tax, if any, payable on the sale and purchase of the Shares and Warrants. Any fees possibly charged by book-entry account operators, in accordance with their agreements with the respective Shareholder or Warrantholder, relating to the entry to the book-entry system of the Shares or Warrants that have not been entered into the book-entry system, as well as fees charged by book-entry account operators, asset managers, nominees or any other person for registering the release of pledges or other possible restrictions preventing a sale of the relevant Shares or Warrants, as well as fees relating to a withdrawal of the acceptance of the tender by a Shareholder or Warrantholder in accordance with Section 3.7 above, shall be borne by each respective Shareholder or Warrantholder. The Offeror shall be responsible for other customary fees relating to book-entry registrations required for the purposes of the Tender Offer, the sale and purchase of the Shares and Warrants tendered for under the Tender Offer or the payment of the Share Offer Price or the Warrants Offer Price. 3.13 Other Issues The Offeror reserves the right to amend the terms and conditions of the Tender Offer in accordance with Chapter 6, Section 7 of the Finnish Securities Market Act. The Offeror reserves the right to extend the Offer Period in accordance with Chapter 6, Section 8 of the Finnish Securities Market Act if, during the Offer Period, a competing tender offer for the Shares and/or Warrants is made public by a third party. In the Combination Agreement, the Parent reserved the right to assign the Tender Offer at any time prior to the expiry of the Offer Period, or if the Offer Period is extended, the expiry of the extended Offer Period, to a wholly owned, direct or indirect, subsidiary of the Parent to be used as an acquisition vehicle in connection with the Tender Offer, in which case such subsidiary will replace the Parent as the Offeror in the Tender Offer and will complete the Tender Offer and acquire the Shares and the Warrants validly tendered for in the Tender Offer in accordance with the terms and conditions of the Tender Offer. Following the execution of the Combination Agreement, the Parent assigned such right to the Offeror. The Parent and Symphony have guaranteed as for their own debt the payment of the Share Offer Price and the Warrants Offer Price to the holders of Shares and Warrants that have validly tendered for their Shares and/or Warrants in the Tender Offer and the fulfillment of all other obligations of the Offeror under the terms and conditions of the Tender Offer. The Offeror shall have sole discretion to determine all other issues relating to the Tender Offer, subject to the requirements of applicable law. The Tender Offer is not being made, directly or indirectly, in any jurisdiction where prohibited by applicable law and this Tender Offer Document and related acceptance forms are 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. Note to U.S. holders: This Tender Offer is being made for the securities of a foreign issuer and while the Tender Offer is subject to the disclosure requirements of Finland, U.S. holders should be aware that these requirements are different from those in the United States. Financial statements attached hereto have been prepared in accordance with IFRS standards and thus may not be comparable to financial statements of U.S. companies. U.S. Shareholders and Warrantholders should be aware that the Offeror or its affiliates, directly or indirectly, may offer for or make purchases of the Company's Shares and/or Warrants subject to the Tender Offer during the Offer Period as permitted by applicable Finnish laws." Aldata Solution Oyj Board of Directors 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 LLC TO COMMENCE PUBLIC TENDER OFFER FOR ALL SHARES AND WARRANTS IN ALDATA SOLUTION OYJ
| Source: Aldata Solution Oyj