STROMSDAL CORPORATION STOCK EXCHANGE RELEASE 1 August 2007 at 9:45 hrs (Finnish time) ATINE GROUP AND BALTISKA HANDELS TO BECOME MAJOR OWNERS OF STROMSDAL CORPORATION The board of directors of Stromsdal Oyj and Atine Group Oy, Baltiska Handels AB, Svenska Handelsbanken AB (Publ), Finnvera Oyj and the managing director of the company Mr. Mikael Åbacka have agreed on an approximately EUR 9 million financing package to the company. The arrangement is supported by major shareholders representing 59 % of the shares of the company. The financing package includes approximately EUR 5 million share issue, EUR 1 million reduction in interest rates, establishing almost EUR 2 million credit limits and on the possibility to utilize the remaining EUR 1 million investment subsidy granted earlier by the Ministry of Trade and Finance. Of the EUR 5 million share issue, approximately EUR 3 million is paid in cash. The remaining amount EUR 2 million is paid by setting off receivables from the Company acquired by Atine Group Oy and Baltiska Handels AB. The proceeds from the financing package are used to finalise the Investment and Turn Around program as well as to strengthen the financial situation of the Company. Upon execution of the share issue the ownership percentage of Atine Group Oy, including its parent company Virala Oy Ab, shall increase to approximately 27 %. Upon execution of the share issue the ownership percentage of Baltiska Handels AB shall increase to approximately 14 %. The Finish Financial Supervision has granted an exemption order to Atine Group Oy and Baltiska Handels AB according to which they do not have the purchase obligation mentioned in section 6 paragraph 10 of the Securities Markets Act. The exemption order is valid as long as the said applicants act in cooperation to exercise dominant position as mentioned in section 6 paragraph 10 of the Securities Markets Act. If the applicants, or other parties described in section 6 paragraph 10:2 of the Securities Markets Act, acquire or subscribe more shares or otherwise increase their voting powers in Stromsdal Corporation, they must make a purchase offer according to section 6 paragraph 10 of the Securities Markets Act or apply for new exemption order regarding the same. The obligation to make a purchase offer or to apply for new exemption order applies also to situation where the ownership share described in section 6 paragraph 10 of the Securities Markets Act of either of the applicants together with an other party or parties described in section 6 paragraph 10:2 of the Securities Markets Act increases 3/10 of the shares and votes of Stromsdal Corporation. ” I am happy that we are able to participate in implementing the investment program of Stromsdal and in making the company to a profitable manufacturer of speciality boards. The product portfolio of the company is very interesting, especially the environmentally friendly Tecta barrier board for food packaging. Despite of the external risks, such as developments of raw materials, energy prices and USD exchange rate, I feel that the balance of manufacturing capacity of speciality boards in Europe is important for a positive price trend. The plans of the current management are realistic, although challenging. If the plans of the company are realised as part of the agreed financing package, I feel that the upside potential to shareholders is realistic. I also feel that the position of the company as a publicly listed company can be useful in the future rearrangements of the industry, in which we want the company to be an active player. It is also critical that the managing director takes part in the financing arrangements.” says the managing director of Atine Group Oy Mr. Alexander Ehrnrooth. ”On behalf of shareholders, employees and customers of Stromsdal Corporation I am very satisfied that we were able to convince Atine Group Oy and Baltiska Handels AB of our potential. The company has lacked a long term industrial owner, which is essential for the development of the company. The financing arrangements will substantially improve balance sheet and financial situation of the company. Equity ratio is expected to increase from the existing 15% to approximately 30%. With the investment program we are able to increase both the production capacity and quality of our products. In addition we expect future savings in production costs because of more streamlined process. However, the positive effects are expected to show during 2008.” says the managing director of Stromsdal Corporation Mr. Mikael Åbacka. MAIN TERMS OF CAPITALIZATION AND FINANCING ARRANGEMENTS FOR STROMSDAL OYJ Stromsdal Oyj has today, on 31 July 2007, agreed on capitalization and financing arrangements with Atine Group Oy, Baltiska Handels AB, Svenska Handelsbanken AB (Publ), Finnvera Oyj and the company's Managing Director Mikael Åbacka. The notice to the Extraordinary General Meeting will be sent separately. The meeting will be held prior to 30 August 2007. The capitalization and financing package will be carried out through the following arrangements: Directed share issue According to the agreement the company offers for subscription total of 11.222.221 new shares in deviation of the shareholders' pre-emptive subscription right. The subscription price of each new share is EUR 0.45. The shares are offered for subscrition to Atine Group Oy, Baltiska Handels AB and the managing director of the company Mr. Mikael Åbacka as follows: Atine Group Oy 7.407.406 shares, Baltiska Handels AB 3.703.704 shares and Mikael Åbacka 111.111 shares. The total subscription price of EUR 5,049,999.45 is recorded entirely to the fund of invested non-restricted equity. Atine Group Oy and Baltiska Handels AB are entitled to pay the subscription price by setting of receivables from the company, total of EUR 2 million. Atine Group Oy and Baltiska Handels AB shall purchase these receivables from Svenska Handelsbanken AB (Publ) prior to payment of shares (Atine Group Oy 1/3 and Baltiska Handels AB 2/3. Financing arrangements with Svenska Handelsbanken AB (Publ) Svenska Handelsbanken AB (Publ) grants Stromsdal a credit of EUR 1 million. The interest rate of the current and future loans agreed during the next three years with Svenska Handelsbanken AB (Publ) will be reduced with 1.5 percentage unit for the following three years. Additionally, Svenska Handelsbanken AB (Publ) has granted a three year amortization free period for all the Company's loans and thereafter the amortization instalments shall be a maximum of EUR 3 million per year. Financing arrangements of Finnvera Oyj In connection with the financing arrangements, Finnvera Oyj has agreed to grant the company a credit of EUR 750,000. Change in Board composition The major shareholders shall propose to the Extraordinary General Meeting that, in addition to the current Board members, Managing Director Alexander Ehrnrooth is elected as member of the Board. Juankoski, 31 July 2007 STROMSDAL CORPORATION Board of Directors Additional information: Mikael Åbacka, Managing Director Puh. +358 400 737 452 mikael.abacka@stromsdal.fi Distribution Helsinki Exchange Main media www.stromsdal.com
ATINE GROUP AND BALTISKA HANDELS TO BECOME MAJOR OWNERS OF STROMSDAL CORPORATION
| Source: Stromsdal