PERLOS CORPORATION STOCK EXCHANGE RELEASE AUGUST 30, 2007 AT 4.47 P.M. Offer terms in brief Lite-On Technology Corporation ("Lite-On") and Perlos Corporation ("Perlos") have on 13 August 2007 signed a combination agreement (the"Combination Agreement") based upon which Lite-On on 13 August 2007 has decided and announced that it will make a voluntary tender offer for all of the outstanding shares and option rights in Perlos (the"Tender Offer"). The Tender Offer will be made through Lite-On (Finland) Oy, a subsidiary of Lite-On. Lite-On has announced that it will offer to the shareholders of Perlos a consideration of EUR 5.20 for each share and to the holders of option rights in Perlos a consideration for each option right 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; and - EUR 1.67 for each option belonging to the 2005C option program. Lite-On has announced that the acceptance period for the Tender Offer is expected to commence on or about September 3, 2007 and expire on or about October 5, 2007. Lite-On has delivered to Perlos the final draft of the tender offer document (the "Offer Document") filed with the Finnish Financial Supervision Authority. After considering the voluntary tender offer and its terms, the board of directors of Perlos (the "Board") issues this statement regarding the tender offer of Lite-On pursuant to and as required in Chapter 6, Section 6 of the Finnish Securities Markets Act and Recommendation 8 of the Recommendation regarding the procedure to be complied with in take over bids (i.e. the Helsinki Take Over Code). The consideration offered for the Perlos shares represents a premium of 40.5 percent 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 percent over the volume-weighted average trading price of the Perlos shares (EUR 4.21) during the three (3) month period prior to the announcement. The consideration offered for the options is derived from market based calculations. According to the Combination Agreement and the Offer Document the completion of the tender offer is conditional upon the satisfaction or prior waiver by Lite-On of the following conditions: - the Tender Offer is validly accepted to such an extent that upon completion of the purchases pursuant to the Tender Offer the Offeror becomes the owner of a number of the Shares and the Stock Options representing in the aggregate more than ninety (90) percent of all issued shares and votes in Perlos before as well as after dilution resulting from exercise of Stock Options; - that all consents, approvals, authorisations and registrations required to be obtained from the applicable governmental entities to consummate the Tender Offer, including but not limited to approvals by the relevant competition and antitrust authorities, have been obtained; - 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; and - the Combination Agreement between Lite-On and Perlos has not been terminated and remains in force. Should Lite-On obtain more than nine-tenths (9/10) of the shares and votes of Perlos, Lite-On has announced its intention to initiate compulsory redemption proceedings of minority shareholders in accordance with the Finnish Companies Act and subsequently have the company de-listed. Lite-On has obtained an irrevocable undertaking from Oy G.W. Solhlberg Ab ("GWS") representing all together approximately 29.14 percent of the shares and votes in Perlos. Pursuant to the irrevocable undertaking, GWS has undertaken to sell its shares to Lite-On by accepting the tender offer in accordance with the tender offer document. Statement regarding strategy and employment matters Lite-On has announced that the completion of the Tender Offer will have no immediate effect on the operations and assets of Perlos and that Lite-On does not foresee any immediate changes to the locations of Perlos' business entities. Lite-On has also announced its plan to be that Perlos will continue its operations under the Perlos brand and company name. Lite-On has further announced that the Tender Offer will have no immediate effect on the personnel of Perlos, and that, in general, employment in Perlos' current plant operations is not expected to be materially impacted by the Combination. Based on the information provided by Lite-On the Board believes that the Tender Offer will not have an immediate effect on the business of Perlos or employment in Perlos. The Board has taken into consideration the current developments and consolidations in the industry in which Perlos operates. The Board notes that the businesses of Perlos and Lite-On complement each other and a combination of these businesses can be expected to bring synergies, and significantly increased business opportunities compared to those achievable by Perlos on a stand alone basis. Board recommendation Based on the information and under the circumstances referred to above the Board recommends the shareholders and holders of option rights to accept the tender offer. The Board considers the tender offer consideration to be fair, based on a fairness opinion it has received from its financial adviser Summa Capital Oy. The chairman of the Board Andreas Tallberg is the CEO of GWS, which has given an irrevocable undertaking to accept the offer. The board members with no such interest related to the offer have also independently assessed the offer. All members of the Board have participated in the decision regarding the recommendation, which was unanimous The Board recognizes the merits of the offer. It, however, emphasises that at the time of acceptance, each shareholder and holder of option rights shall independently evaluate and decide whether to accept the offer of Lite-On taking into consideration all information presented in the tender offer document of Lite-On and possible other matters affecting the tender offer and this statement. Vantaa, August 30, 2007 The Board of Directors of Perlos Corporation FURTHER INFORMATION - Andreas Tallberg, Chairman of the Board, tel. +358 9 452 68 201 DISTRIBUTION Helsinki Stock Exchange Central Media www.perlos.com
STATEMENT OF THE BOARD OF DIRECTORS OF PERLOS CORPORATION REGARDING THE VOLUNTARY TENDER OFFER OF LITE-ON TECHNOLOGY CORPORATION
| Source: Perlos