Salcomp Plc Stock Exchange Release 24 September 2007 at 17.45 Finnish time STATEMENT BY THE BOARD OF DIRECTORS REGARDING NORDSTJERNAN AB'S MANDATORY PUBLIC TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN SALCOMP PLC The Board of Directors of Salcomp Plc has issued statement regarding the mandatory public tender offer of Nordstjernan AB in accordance with Chapter 6, Section 6 of the Finnish Securities Market Act as follows: Nordstjernan AB (“Nordstjernan”) has by an agreement dated 25 June 2007 and a related call option acquired shares in Salcomp Plc (“Salcomp” or the “Company”) corresponding to 52.3 per cent of the Company's share capital and voting rights (the “Transaction”). Nordstjernan's holding in the Company exceeded 50 per cent on 12 September 2007, as a result of which Nordstjernan became obliged to make a public tender offer for all the remaining shares and securities entitling to the shares in the Company in accordance with Chapter 6, Section 10 of the Finnish Securities Market Act. The Company has not been a party to or contributed to the Transaction. Nordstjernan has on 12 September 2007 made a mandatory public tender offer for Salcomp's all shares and option rights not held by Salcomp or its subsidiaries (the “Tender Offer”). Nordstjernan offers for each share EUR 4.01 in cash and for each option right EUR 0.98 in cash. The price offered for the shares is the highest price paid by Nordstjernan for the Company's shares during a period of six months preceding the triggering of the offer obligation. The price offered for the shares, EUR 4.01, is 3.6 per cent lower than the closing price of Salcomp's shares on the Helsinki Stock Exchange on the last trading day preceding the triggering of the offer obligation (EUR 4.16), 10.3 per cent lower than the volume-weighted average trading price of Salcomp's shares on the Helsinki Stock Exchange during the 3-month period preceding the triggering of the offer obligation (excluding the Transaction), and 19.3 per cent higher than the average trading price during the 12-month period preceding the triggering of the offer obligation (excluding the Transaction). The price offered for the option rights, EUR 0.98 for each option right, corresponds to the mathematical value of the option rights i.e. the price offered for the shares EUR 4.01 less the subscription price of the outstanding shares EUR 3.03. The offer period of the Tender Offer has commenced on 14 September 2007 and will expire on 5 October 2007, unless the offer period is extended in accordance with the terms and conditions of the Tender Offer. The Company's Board has requested an opinion from HSH Corporate Finance Ltd. regarding the fairness of the price offered in the Tender Offer (the “Opinion”). HSH Corporate Finance Ltd. has in its Opinion given on 24 September 2007 concluded as its opinion that it cannot consider the price offered in the Tender Offer as a fair price from a financial perspective for Salcomp's shareholders and holders of option rights. The Board of Directors of Salcomp has evaluated the Tender Offer and its terms and conditions based on Nordstjernan's tender offer document dated 12 September 2007, and gives its statement on the Tender Offer in accordance with Chapter 6, Section 6 of the Finnish Securities Market Act. The opinion of the Board at the date of this statement is that the price offered in the Tender Offer is too low considering the trading price of the Company's shares, the Company's published future outlook and HSH Corporate Finance Ltd.'s Opinion mentioned above and that accordingly, the price offered is not a fair price from the perspective of the Company's shareholders and holders of option rights. Thus, the Company's Board of Directors cannot recommend the acceptance of the Tender Offer. According to the Finnish Securities Market Act the Board of Salcomp has to issue a well-founded opinion on the strategic plans presented by the offeror and their likely effects on the operations and employment in the Company. Nordstjernan has stated in its tender offer document that the completion of the Tender Offer will have no immediate effect on Salcomp's operations or assets or the current terms of employment in the Company. Further, the offeror has stated as its strategic plans that it intends to continue the Company's operations without immediate significant changes and that the Tender Offer is not expected to lead to significant changes in the current terms of employment, decreases in the number of jobs or changes in the current locations of the Company's offices. The Board of Directors of Salcomp states that it cannot verify the above statements made by Nordstjernan but, on the other hand it has no reasons to question said statements. The Board of Salcomp states that it is not aware of any issues on the basis of which it should be expected that the completion of the Tender Offer would lead to immediate changes in Salcomp's business and employment. The Board advises the Company's shareholders and holders of option rights to note that they have to make an independent decision on whether to accept Nordstjernan's Tender Offer in respect of the shares or option rights held by them. When making such decision the shareholders and holders of option rights must take into account all the information presented in the tender offer document and this statement as a whole as well as other conditions, including the trading price of the Company's shares at the time of making the decision. Further, the shareholders and holders of option rights should also take into account that after the completion of the Tender Offer Nordstjernan has no obligation to make a new tender offer in the future for the Company's shares and option rights. Furthermore, the Board cannot guarantee that the Company's shareholders and holders of option rights would in the future receive a better price for their securities than the price offered in the Tender Offer. The Board of Directors of Salcomp has examined the Tender Offer and gives this statement in a group comprising the independent Board members Andreas Tallberg, Jorma Terentjeff and Kari Vuorialho. The Board's opinion according to which the price offered in the Tender Offer is not fair from the viewpoint of the Company's shareholders and holders of option rights is unanimous. The Board members Mats Heiman and Peter Hofvenstam have not taken part in the process. Heiman is Nordstjernan's Senior Investment Manager and Hofvenstam is Nordstjernan's Senior Vice President. HSH Corporate Finance Ltd. has acted as the Board's financial advisor in the evaluation of the fairness of the price offered in the Tender Offer. Roschier, Attorneys Ltd. has acted as the Board's legal advisor. Salcomp Plc Board of Directors Further information: Antti Salminen, CFO, tel. +358 40 535 1216 Distribution: Nordic Exchange, Helsinki The main media www.salcomp.com
STATEMENT BY THE BOARD OF DIRECTORS REGARDING NORDSTJERNAN AB'S MANDATORY PUBLIC
| Source: Salcomp Oyj