PERLOS CORPORATION STOCK EXCHANGE RELEASE 13 AUGUST 2007 AT 13.20
Perlos Corporation has today received the attached notification
announcements regarding shareholdings in Perlos Corporation in
accordance with Chapter 2 Section 9 of the Finnish Securities Markets
Act.
Lite-On Technology Corporation ("Lite-On") and Perlos Corporation
("Perlos") have today, 13 August 2007, entered into a Combination
Agreement whereby Lite-On, or its wholly owned subsidiary, will make
a public tender offer to acquire all of the issued and outstanding
shares and options in Perlos (the "Tender Offer").
In connection with the entry into such agreement, Oy G.W. Sohlberg Ab
("GWS"), holding 15,425,000 shares in Perlos and representing in
total approximately 29.14% of the shares and votes in Perlos, has
given Lite-On an undertaking according to which GWS irrevocably
commits itself to tender its shares in the Tender Offer.
PERLOS CORPORATION
Further Information:
- Matti Virtanen, President and CEO, tel. +358 9 2500 7200
Distribution:
The Helsinki Stock Exchange
Central Media
www.perlos.com
Annexes: Notification announcements of Oy G.W. Sohlberg and Lite-On
Technology Corporation, dated 13 August 2007
Annex 1:
ANNOUNCEMENT ON ARRANGEMENTS IN ACCORDANCE WITH CHAPTER 2 SECTION 9
OF THE FINNISH SECURITIES MARKET ACT THAT UPON COMPLETION WILL LEAD
TO A CHANGE OF HOLDINGS
Lite-On Technology Corporation ("Lite-On") and Perlos Corporation
("Perlos") have today, 13 August 2007, entered into a Combination
Agreement whereby Lite-On, or its wholly owned subsidiary, will make
a public tender offer to acquire all of the issued and outstanding
shares and options in Perlos (the "Tender Offer"). Lite-On has
announced that the Tender Offer is expected to commence on or about 3
September 2007 and continue for approximately five weeks.
In connection with the entry into such agreement, Oy G.W. Sohlberg Ab
("GWS"), holding 15,425,000 shares in Perlos and representing in
total approximately 29.14% of the shares and votes in Perlos, has
given Lite-On an undertaking according to which GWS irrevocably
commits itself to tender its shares in the Tender Offer.
The undertaking given by GWS has entered into force on the date
hereof and is in force until 30 November 2007. GWS has irrevocably
waived any right it may have pursuant to the Finnish Securities
Markets Act or the terms and conditions of the offer to withdraw its
acceptance of Lite-On's offer.
In accordance with Chapter 2, Section 9 of the Securities Markets
Act, we hereby notify the Financial Supervision Authority and Perlos
that, if the Tender Offer is completed, the holding of GWS in Perlos
will decrease below 5 % (one fourth) of the voting rights and share
capital of Perlos as follows
1. Name of the target company:
Perlos Corporation, Business Identity Code 1067837-6
2. Date of the agreement, which, when implemented, results in a
change of holdings:
13 August 2007
3. Exact proportion of voting rights and share capital in Perlos:
Upon the completion of the Tender Offer, the holding of Oy G.W.
Sohlberg Ab in Perlos would on the basis of the above undertaking be
as follows:
Number of shares
0
Proportion of share capital
-
Proportion of voting rights
-
The registered share capital of Perlos comprises of a total of
52,937,148 shares entitling to 52,937,148 votes.
4. Shareholder's full name:
Oy G.W. Sohlberg Ab, Trade Register Number 22.281
Helsinki, 13 August 2007
Oy G.W. Sohlberg Ab
Annex 2:
ANNOUNCEMENT OF ARRANGEMENT IN ACCORDANCE WITH CHAPTER 2 SECTION 9 OF
THE FINNISH SECURITIES MARKET ACT THAT UPON COMPLETION WILL LEAD TO A
CHANGE OF HOLDING
Lite-On Technology Corporation ("Lite-On") and Perlos Corporation
("Perlos") have today, 13 August 2007, entered into a Combination
Agreement whereby Lite-On, or its wholly owned subsidiary, will make
a public tender offer to acquire all of the issued and outstanding
shares and options in Perlos (the "Tender Offer"). If the Tender
Offer is completed, the holding of Lite-On may reach 100% of the
voting rights and share capital of Perlos. The stock exchange
releases published by Lite-On and Perlos on the date hereof contain
information on the Tender Offer.
In connection with the entry into such agreement, Lite-On has
received an undertaking by Perlos' largest shareholder Oy G.W.
Sohlberg Ab ("GWS"), representing in total approximately 29.14% of
the shares and votes in Perlos, according to which GWS irrevocably
commits itself to tender its shares in the Tender Offer.
The undertaking given by GWS has entered into force on the date
hereof and is in force until 30 November 2007. GWS has irrevocably
waived any right it may have pursuant to the Finnish Securities
Markets Act or the terms and conditions of the offer to withdraw its
acceptance of Lite-On's offer.
In accordance with Chapter 2, Section 9 of the Securities Markets
Act, we hereby notify the Financial Supervision Authority and Perlos
that, if the Tender Offer is completed, the holding of Lite-On in
Perlos will exceed 25% (one fourth) of the voting rights and share
capital of Perlos as follows:
1. Name of the target company:
Perlos Corporation, Business Identity Code 1067837-6
2. Date of the agreement, which, when implemented, results in a
change of holdings:
13 August 2007
3. Exact proportion of voting rights and share capital in Perlos:
Upon the completion of the Tender Offer, Lite-On's holding in Perlos
would on the basis of the above undertaking be as follows:
Number of shares
15,425,000
Proportion of share capital
29.14%
Proportion of voting rights
29.14%
The registered share capital of Perlos comprises of a total of
52,937,148 shares entitling to 52,937,148 votes.
4. Shareholder's full name:
Lite-On Technology Corporation
Taipei, Taiwan, R.O.C.
Government Uniform Invoice Number 23357403
Taipei, 13 August 2007
Lite-On Technology Corporation
ANNOUNCEMENT IN ACCORDANCE WITH CHAPTER 2 SECTION 9 OF THE FINNISH SECURITIES MARKET ACT
| Source: Perlos