PERLOS CORPORATION STOCK EXCHANGE RELEASE AUGUST 13, 2007 AT 10.00 A.M. NOT FOR DISTRIBUTION IN THE UNITED STATES Perlos Corporation, one of the world's leading suppliers of handset mechanics today announced that it has entered into a combination agreement with Lite-On Technology, a world leading supplier in optoelectronics components headquartered in Taiwan, under which Lite-On or its wholly owned direct or indirect subsidiary will make a voluntary public tender offer to acquire all of the issued and outstanding shares of Perlos Corporation. The price offered for each share validly tendered in the Tender Offer shall be EUR 5.20 in cash (the Consideration). The Consideration represents a premium of 40,5 per cent compared to the closing price of EUR 3,70 of the Perlos shares on the OMX Nordic Exchange Helsinki on the 10th August 2007, the last trading day before the announcement of the Tender Offer. The Tender Offer also covers Perlos' 2002 and 2005 option programmes. Lite-On has received irrevocable commitments to tender shares held by Oy G.W. Sohlberg Ab (GWS), in total representing 29.14% of the votes and share capital of Perlos. The Board of Directors of Perlos entered into the combination agreement with Lite-On as it regards the Tender Offer and the offered Consideration as highly attractive. The Board of Directors will issue a recommendation to the shareholders of Perlos regarding the Tender Offer after the tender offer document has been made available to the Board of Directors, in accordance with Finnish securities laws. The Board of Directors has instructed Summa Capital to evaluate the Consideration. Pursuant to the combination agreement, the parties have agreed to use their best efforts to facilitate the execution of the Tender Offer in accordance with its terms. Perlos has also agreed to to carry on its business in the ordinary course, and has agreed not to solicit or further other offers subject always, however, to the fiduciary duties of the board. The combination agreement can be terminated in certain instances of breach of contract, and also if the Tender Offer has not been completed by November 30, 2007. Further details of the Tender Offer appear in the tender offer release issued by Lite-On annexed to this stock exchange release. NEW POWERHOUSE INTO THE HANDSET SUPPLY CHAIN When closed, the deal would create a new powerhouse into the handset supply chain. Lite-On, one of the largest electronics companies in the world and Perlos, the world's leading supplier of handset mechanics would form one of the most powerful operatorsin the global handset industry. The joint product and service offering of Lite-On and Perlos would create superior customer benefits. The product offerings of the two companies would complement each other, as Perlos is strong in mechanics and Lite-On correspondingly in electronics. In addition, Perlos' great manufacturing presence in the world coupled with Lite-On Tech's strong relationships in the Taiwan/China handset supply chain benefits both sides. In addition, the clientele of both companies would complement each other. - This is truly an exciting opportunity. The extensive technology portfolio of Lite-On combined with Perlos' outstanding capabilities in handset mechanics would immediately bring benefits to our customers. In addition, the profound experience of Lite-On and its financial resources would enable further development of the value offering, says Matti Virtanen, President and CEO of Perlos. - Starting from 2007, Lite-On Technology has launched its"Customer-Centric" growth strategy where Lite-On Technology provides one-stop-shopping solutions to customers via its wide range of component offerings. This acquisition would equip Lite-On Tech with mechanical capabilities in addition to its electronic component power, says Warren Chen, CEO of Lite-On Core-Investment. The mutual plan of the parties is that Perlos will continue its operations under Perlos brand and company name. The anticipated change in the ownership is not expected to have any immediate impact on the personnel. The management of Perlos would continue in its current positions and locations. - We will also continue to improve our competitiveness as well as the renewal of our production model in line with the Lean Manufacturing principles. Today's news will not change our plans in this front, Virtanen stresses. Further information about the Tender Offer and its terms will be disclosed in the Tender Offer Document. The Offeror is expected to release the Tender Offer Document in approximately 3 weeks time. INFORMATION REGARDING PERLOS CORPORATION Perlos Corporation, founded in 1953, is one of the world's leading producers of handset mechanics. Its service offering covers the whole product life cycle from product design to manufacturing, logistics and new product versions. The company operates globally and most of its production facilities are located in Asia. It also has significant production in Europe and North and South America. The company is headquartered in Finland. Perlos' net sales in 2006 amounted to EUR 673.6 million of which 35% came from Asia, 44% from Europe and 21% from North and South America. The company employed approximately 8,800 people worldwide in the end of June, 2007. Perlos share (POS1V) is traded on the OMX Nordic Exchange Helsinki. INFORMATION REGARDING LITE-ON TECHNOLOGY CORPORATION Lite-On Technology Corporation (Lite-On Tech) is the world's leading supplier in optoelectronics components, headquartered in Taiwan. The company was founded in 1975 and established Taiwan's first LED operation. Lite-On Tech had its IPO in 1983 and was the first technology company to be listed on Taiwan Stock Exchange. In 2002, four companies, including Lite-On Electronics, Lite-On Technology, Silitek and GVC, merged into the new Lite-On Tech that we know. Over the last few decades, Lite-On Tech has grown tremendously from its LED business and expanded into other optoelectronic components including Power Supply, LCD Monitors, Imaging products, etc. Today, more than 90% of Lite-On Technology's business is derived from products ranked top three in the world. For handset customers, Lite-On provides phone camera modules, LED, keypads, GPS, and various types of sensors. The Lite-On Group consists of several fully or partly owned companies, including listed companies in Taiwan, Japan and the USA. The net sales of the Group amounted to approximately USD 7.2 billion in 2006 and it employs approximately 55,000 people. The shares of Lite-On Technology Corporation (2301) are traded on the Taiwan Stock Exchange. ADDITIONAL INFORMATION - A news conference for analysts and media will be held today, August 13, 2007 at 12:30 in Airport Business Plaza, Meeting Room JFK, Äyritie 12 B, 01510 Vantaa, Finland. Present: Andreas Tallberg, Chairman of the Board of Perlos Corporation, Matti Virtanen, President and CEO of Perlos and Warren Chen, CEO of Lite-On Core-Investment. - President and CEO Matti Virtanen, tel. +358 9 2500 7200 is available today, August 13 at 16:30 - 17:30 Finnish time. - Perlos will arrange a conference call and web presentation for analysts, media and investors today, August 13, at 14:00 UK time / 16:00 Finnish time. You can participate over the telephone or through Perlos' Internet site. The presentation will be hosted by Juha Torniainen, CFO. The conference call and presentation will be held in English. To participate in the conference call please dial +44 (0)20 775 099 50, a few minutes before the beginning of the conference. PERLOS CORPORATON Board of Directors DISTRIBUTION Helsinki Stock Exchange Central media www.perlos.com ANNEX: LITE-ON TECHNOLOGY ANNOUNCES A CASH TENDER OFFER FOR PERLOS 13 Aug 2007, Taipei, Lite-On Technology Corporation (2301.TW) (Lite-On) announces a public cash tender offer (the Tender Offer) for the world's largest handset casing company, Perlos Corporation (POS1V: FH) ("Perlos"). Perlos is headquartered in Finland with its shares listed and traded on the OMX Nordic Exchange Helsinki. The Tender Offer in brief: - The Tender Offer price is EUR 5.20 per Perlos share in cash - The Tender Offer price represents a premium of 40.5% over the closing price of EUR 3.70 on 10 August 2007, the last trading day prior to the announcement of the Tender Offer, and a premium of 23.4% over the volume-weighted average trading price of Perlos' shares (EUR 4.21) during the three month period prior to the announcement of the Tender Offer - The total value of the Tender Offer is EUR 277 million, or NT$ 12.5 billion. - The Tender Offer also covers Perlos' 2002 and 2005 option programs. See further under The Tender Offer Price in Appendix 1 - The Tender Offer period is expected to begin on or about 3 September 2007 and run for approximately five (5) weeks On 13 August 2007, Lite-On and Perlos entered into a definitive agreement in respect of the Tender Offer (the Combination Agreement). The board of directors of Perlos is supportive of the Tender Offer and will issue a board recommendation pursuant to Section 6 of Chapter 6 of the Finnish Securities Market Act. Upon completion of the Tender Offer, Perlos will be de-listed and will operate as an independent business within the Lite-On group. Furthermore, it is not expected that the Tender Offer would have any immediate effects on Perlos' employees. Lite-On has received irrevocable commitments to tender shares held by Oy G.W. Sohlberg Ab (GWS), in total representing 29.14% of the votes and share capital of Perlos. Rationale of the proposed deal Perlos is the world's largest supplier of mobile-phone casings with a 16% market share in 2006. It specializes in plastic tooling and surface treatment, and has also been strengthening capabilities in light metal. In addition to handset casing, Perlos has successfully expanded its product portfolio and diversified into other handset components and services, such as antenna and sub-assembly services. In addition to a solid technology and product portfolio, Perlos has established manufacturing presence in Mexico, Brazil, Hungary, China and India. Not only is Perlos capable of facilitating global logistics for its customers, its strong and growing exposure in emerging markets also provides great support for customers that are aggressively making inroads into fast-growing new markets. - Starting from 2007, Lite-On has launched its "Customer-Centric" growth strategy where Lite-On provides "one-stop-shopping" solutions to customers via its wide range of component offerings. The acquisition of Perlos will equip Lite-On with mechanical capabilities in addition to its electronic component power, says David Lin, CEO of Lite-On Group. Lite-On currently provides phone camera modules, LED, LED flashlights, keypad, GPS, and various types of sensors for its handset customers. Perlos will complete the product portfolio by adding casing, antenna and sub-assembly for modules. The combination of Lite-On and Perlos will significantly strengthen the handset component cluster capabilities of the combined group to provide more products and better services to handset customers. - This is truly an exciting opportunity. The extensive technology portfolio of Lite-On combined with Perlos' outstanding capabilities in handset mechanics would immediately bring benefits to our customers. In addition, the profound experience of Lite-On and its financial resources would enable further development of the value offering, says Matti Virtanen, CEO and President of Perlos. In addition to synergies in product offerings, Lite-On and Perlos complement each other well in many other aspects. Perlos' comprehensive global manufacturing platform, including the Americas, Europe, and Asia, coupled with Lite-On's strong relationships in the Taiwan/China handset supply chain will benefit both companies. It will also open up new cross-selling opportunities given the limited overlap in the customer mix. The combination will see immediate synergies and is expected to achieve greater presence of the combined group in the ever-competitive handset market. Press Conferences Taiwan: A press conference for media will be held today, 13 August 2007 at 14:00 (Taipei time) at Taiwan Stock Exchange followed by another press conference at Lite-On Technology Corporation's headquarters at 15:00 (Taipei time). Finland: A press conference for analysts and media will be held today, 13 August 2007 at 12:30 (Helsinki Time) in Äyritie 12 B, 01510 Vantaa. Presenters: Mr. Andreas Tallberg, Chairman of Perlos, Mr. Matti Virtanen, CEO and President of Perlos and Mr. Warren Chen, CEO of Lite-On Core-Investment. Lite-On Technology Corporation Board of Directors Spokesperson Andrew Lin Chief Financial Officer Lite-On Technology Corporation +886-2-8798-2888 liteontechpr@liteon.com About Lite-On Lite-On is a world's leading supplier in optoelectronics components, headquartered in Taiwan. The company was founded in 1975 and established Taiwan's first LED operation. Lite-On had its IPO in 1983 and was the first technology company to be listed on Taiwan Stock Exchange. In 2002, four companies, including Lite-On Electronics, Lite-On Technology, Silitek and GVC, merged into the new Lite-On that we know. Over the last few decades, Lite-On has grown tremendously from its LED business and expanded into other optoelectronic components including Power Supply, LCD Monitors, Imaging products, etc. Today, more than 90% of Lite-On's business is derived from products ranked top 3 in the world. See www.liteon.com for further information. About Perlos Perlos is a global design and manufacturing partner for the telecommunications and electronics industry. The service offering covers the whole product life cycle from product design to manufacturing, logistics and new product versions. The production facilities are located in Asia, Europe and North and South America and the company is headquartered in Finland. In 2006, Perlos' net sales amounted to EUR 673.6 million. The company employed approximately 8,800 people worldwide in the end of June, 2007. Perlos share (POS1V) is traded on the OMX Nordic Exchange Helsinki. See www.perlos.com for further information. Disclaimer These materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States. This stock exchange release must not be released or distributed in whole or in part in or into the United States, Canada, Japan or Australia. This stock exchange release is neither an offer to purchase nor a solicitation for an offer to sell shares, and the tender offer will not be made directly or indirectly in the United States, Canada, Japan or Australia or any other jurisdiction where such an offer would violate laws of that jurisdiction. This stock exchange release and tender offer will not and may not be distributed, forwarded or transmitted in any way, such as by post, fax, email or telephone, or in any other way to or from areas where it would violate the law. APPENDIX 1 - KEY ASPECTS OF THE TENDER OFFER The Tender Offer Subject to the terms and conditions of the Tender Offer, Lite-On offers to acquire all issued and outstanding shares and options in Perlos. The Tender Offer will be made by Lite-On through a Finnish limited liability company, which is a wholly-owned subsidiary of Lite-On at the time of the Tender Offer. The Tender Offer Price The Tender Offer price for each issued and outstanding share is EUR 5.20 in cash. The Tender Offer price for shares represents a premium of 40.5% over the closing price of EUR 3.70 on 10 August 2007, the last trading day prior to the announcement of the Tender Offer, and a premium of 23.4% over the volume-weighted average trading price of Perlos' shares (EUR 4.21) during the three month period prior to the announcement of the Tender Offer. The Tender Offer cash prices for Perlos' options are as follows: - EUR 1.07 for each option belonging to the 2002A option program - EUR 0.80 for each option belonging to the 2002B option program - EUR 0.04 for each option belonging to the 2002C option program - EUR 1.03 for each option belonging to the 2005A option program - EUR 1.09 for each option belonging to the 2005B option program - EUR 1.67 for each option belonging to the 2005C option program Tender Offer Conditions Completion of the Tender Offer is conditional upon: 1. that the Tender Offer is accepted to such an extent that upon completion of the purchases pursuant to the Tender Offer Lite-On becomes the owner of more than ninety (90) percent of all issued and outstanding shares in Perlos before as well as after dilution resulting from exercise of options issued by Perlos; 2. that any waiting period (and any extension thereof) applicable to the consummation of the Tender Offer under any competition, merger control or similar law shall have expired or been terminated; 3. that all required regulatory consents, approvals authorizations and registrations have been obtained; and 4. that the Combination Agreement has not been terminated by either Party. Lite-On reserves the right to waive, in whole or in part, any of the conditions above, if permitted by applicable law. The Combination Agreement The Combination Agreement between Lite-On and Perlos sets forth the principle terms under which Lite-On will make the Tender Offer. The Combination Agreement also addresses the recommendation to be given by the Board of Directors of Perlos. Furthermore, the Combination Agreement contains provisions regarding the cooperation of the parties for the purposes of preparing necessary filings and documents required for the execution of the Tender Offer and the acquisition of Perlos by Lite-On. In the Combination Agreement Perlos and Lite-On agree that, between the date of the Combination Agreement and the closing date of the Tender Offer, the business of the Perlos group shall be conducted only in the ordinary course of business. Acquisition of Shares from the Main Shareholder Perlos' largest shareholder, GWS, has on 13 August 2007 given an irrevocable undertaking to Lite-On under which GWS will accept the Tender Offer in respect of all of its 15,425,000 shares in Perlos. These shares represent 29.14% of the share capital and votes in Perlos. Lite-On shall pay the same Tender Offer price, EUR 5.20 per share, to GWS as to all other shareholders of Perlos. GWS has agreed to support the Tender Offer in its role as a shareholder of Perlos. Lite-On holds no other shares or rights to shares in Perlos. Financing of the Tender Offer Lite-On will finance the Tender Offer from its existing and available cash reserves. The Tender Offer Period The Tender Offer is expected to be launched on 3 September 2007 or as soon as practicable thereafter. An offer document regarding the Tender Offer will be made public before commencement of the acceptance period and will be made available to the shareholders of Perlos in connection therewith. The tender offer period is expected to initially be approximately five (5) weeks. Lite-On will reserve the right to extend or suspend the tender offer period, as allowed under applicable law. Settlement of the Tender Offer is expected about a week after the end of the acceptance period. Lite-On reserves the right to extend the acceptance period as well as to postpone the settlement date. Regulatory Approvals The Tender Offer will be conditional on the relevant regulatory approvals. Merger control filings will need to be made with certain competition authorities, such as the EU Commission as well as the certain national competition authorities. Furthermore, Lite-On will need to obtain an approval from the Investment Committee of the Taiwanese Ministry of Economic Affairs. However, Lite-On currently does not anticipate any problems with the regulatory process and is prepared to accommodate any concerns of the authorities in order to timely obtain these approvals. Advisors Lite-On is being advised by Citigroup Global Markets Limited (financial advisor) and Dittmar & Indrenius (legal advisor).
LITE-ON TECHNOLOGY TO MAKE A PUBLIC TENDER OFFER FOR PERLOS
| Source: Perlos