KASOLA OYJ Stock exchange release 10 December 2007 Kasola Oyj has received a notification from John Nurminen Oy with the following content. KASOLA OYJ Tapani Väljä Managing Director 0400-505 078 tapanivalja.kasola@kaso.fi DISTRIBUTION Helsinki Stock Exchange Major media www.kasola.fi John Nurminen Oy Release 10 December 2007 THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW, AND THIS RELEASE MAY NOT BE DISTRIBUTED, FORWARDED OR DELIVERED BY ANY MEANS OF INSTRUMENTALITY, INCLUDING WITHOUT LIMITATIONS BY MAIL, TELEFAX, EMAIL OR TELEPHONE OR BY ANY OTHER MEANS INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. PUBLIC TENDER OFFER FOR KASOLA OYJ'S SERIES A SHARES, PUBLICATION OF THE OFFER DOCUMENT, AND TERMS AND CONDITIONS OF THE TENDER OFFER INITIATING THE MANDATORY TENDER OFFER In accordance with the decision given by the Financial Supervision Authority on 7 September 2007 (register number 30/252/2007), John Nurminen Oy, Maturiala Oy, Jari Bachmann, Sanni Bachmann, and Kirta Forsström (the “Main Shareholders”) are obliged to make a mandatory tender offer for shares in Kasola Oyj (“Kasola” or the “Company”). In accordance with the decision of the Financial Supervision Authority, the mandatory tender offer procedure must be started on 10 December 2007, at the latest. John Nurminen Oy and the new John Nurminen Oy, which will be established in conjunction with the implementation of its demerger, have assumed responsibility for all obligations related to the tender offer towards the Main Shareholders (John Nurminen Oy and the new John Nurminen, which will be established in the demerger of John Nurminen Oy, as well as the Main Shareholders, hereinafter jointly referred to as the “Offerors”). However, the Offerors are jointly and severally liable with respect to the Company's shareholders for any obligations arising from the Tender Offer. The Offerors will make the tender offer at a price per share of five (5.00) euros only with respect to Kasola A shares, since all of Kasola K shares are held by the Main Shareholders. The Main Shareholders have undertaken not to decrease their portion of shares and votes in Kasola to below 43.0% of all the shares in the Company and 83.7% of the votes attached thereto prior to the registration with the Trade Register of the conversion of the series K shares into series A shares. Furthermore, the Main Shareholders have undertaken not to tender any of their shares to John Nurminen Oy in the tender offer. The Offerors do not aim to acquire shares in the Company, but the tender offer is made in order to fulfill the obligation to make a mandatory tender offer as provided for in Chapter 6 of the Securities Markets Act and in accordance with the decision of the Financial Supervision Authority. The Offerors aim to keep the shares in the Company subject to public trading, develop the Company, improve the liquidity of the shares in the Company, and to broaden the Company's ownership base. The period for approving the Tender Offer (the “Tender Offer Period”) will begin on 10 December 2007 at 10:00 (local time) and will end on 4 January 2008 at (16:00 (local time), unless the Tender Offer Period is extended in accordance with the terms and conditions. APPROVAL OF THE TENDER OFFER DOCUMENT The Financial Supervision Authority approved the tender offer document relating to the tender offer on 7 December 2007 (register number 30/252/2007). The tender offer document is available in Finnish: at John Nurminen's head office, Pasilankatu 2, 00240 Helsinki; at the tender offer's lead manager's, Evli Bank Plc's, office in Helsinki, Aleksanterinkatu 19A, 00100 Helsinki; at OMX Way, Fabianinkatu 14, 00120 Helsinki; and on the Internet at www.evli.com. FINAL TERMS AND CONDITIONS OF THE TENDER OFFER The final terms and conditions of the tender offer are attached to this stock exchange release in full. JOHN NURMINEN OY Board of Directors Further information: Lasse Paitsola, Managing Director, John Nurminen Oy, tel. +358 400 405 801 Kaj Kulp, Director, tel. 040 823 8236 As of the beginning of 2008, Nurminen Logistics Oyj will continue the following business operations of John Nurminen Oy: Rail Services, Cargo Handling and Value-Added Services, Customs Clearance Services, Special and Heavy Transports, Healthcare Logistics. The company's main market area will consist of Finland, the Baltic area and Russia as well as of other CIS countries. In connection with the implementation of the overall arrangement, estimated to take place on 1 January 2008, Kasola Oyj shares are due to become Nurminen Logistics Oyj shares listed on the Helsinki Stock Exchange. Appendix 1: TERMS AND CONDITIONS OF THE MANDATORY TENDER OFFER Offerors Maturiala Oy, Jari Bachmann, Sanni Bachmann, and Kirta Forsström (jointly the “Main Shareholders”) as well as John Nurminen Oy and the new John Nurminen Oy, which will be established in conjunction with the implementation of its demerger, (all parties named in this paragraph jointly the “Offerors”). Object of the Tender Offer In the tender offer (the “Tender Offer”), the Offerors offer to purchase all of the series A shares issued by the Company (the “Shares”) on the conditions presented below. In accordance with the Financial Supervision Authority's decision (register number 30/252/2007), an obligation to make a public tender offer for Kasola's Shares pursuant to Chapter 6(10) of the Securities Markets Act was triggered in relation to the Main Shareholders by the signing of the Main Agreement (“Main Agreement”), and in relation to John Nurminen Oy (“John Nurminen”) by the signing of the Main Agreement and the acquisition of Shares in the Company. The Offerors are jointly and severally liable with respect to the Company's shareholders for any obligations arising from the Tender Offer. In the Main Agreement, John Nurminen and the new John Nurminen, which will be established in conjunction with the demerger of John Nurminen, as well as Juha Nurminen took on liability for the obligations caused by the Tender Offer to the Main Shareholders. Offer Consideration The Offer Consideration for the Shares is EUR 5.00 in cash for each share in respect of which the Tender Offer has been validly approved in accordance with the terms and conditions of the Tender Offer. Tender Offer Period The Tender Offer Period will begin on 10 December 2007 at 10:00 (local time) and will end on 4 January 2008 at (16:00 (local time), unless the Tender Offer Period is extended in accordance with what is presented below. The Offerors may extend the Tender Offer Period by an amount of time to be determined later. The maximum duration of the Tender Offer Period (including a potential extension) is ten (10) weeks. The Offerors will issue a stock exchange release announcing a potential extension of the Tender Offer Period at the latest by the end of the Tender Offer Period. The Offerors will issue a stock exchange release announcing a potential extension of an already extended Tender Offer Period at the latest by the end of the extended Tender Offer Period. If the Offerors extend the Tender Offer Period, the Tender Offer Period will end at the new ending date set by the Offerors. Increase and Compensation Obligations Should the Offerors or a person, entity, or foundation related to the Offerors as stipulated in Chapter 6(10)(2)of the Securities Markets Act (”Other Party”) acquire Shares during the Tender Offer Period at a higher price than the Offer Price or otherwise acquire securities in the Company on terms better than in the Tender Offer, the Offerors will, pursuant to Chapter 6(13) of the Securities Markets Act, amend the terms and conditions of the Tender Offer to correspond with such acquisition on better terms (”Increase Obligation”). In this case, the Offerors will publish the Increase Obligation without delay and pay the difference between the acquisition on better terms than the Tender Offer and the consideration offered in the Tender Offer to those security holders who have accepted the Tender Offer in connection with the completion of this Tender Offer. Should the Offerors or Other Party acquire Shares in the Company within nine (9) months of the expiry of the Tender Offer Period at a higher price than the Offer Price or otherwise acquire securities in the Company on better terms, the Offerors shall in accordance with Chapter 6(13) of the Securities Market Act pay the difference between this acquisition on better terms and the consideration offered in the Tender Offer to the security holders who have accepted the Tender Offer (“Compensation Obligation”). In this case, the Offerors will publish the Compensation Obligation without delay and pay the difference between this acquisition on better terms than the Tender Offer and the consideration offered in the Tender Offer to those security holders who have accepted the Tender Offer within one month from the Compensation Obligation being triggered. Pursuant to Chapter 6(13)(5) of the Securities Markets Act, the Compensation Obligation will not be triggered if the payment of a higher price than the Offer Price is based on an arbitration award pursuant to the Companies Act, provided that the Offerors or Other Party have not offered to acquire Shares on better terms than in the Tender Offer before or during the arbitration proceedings. Tender Offer Acceptance Procedure Most Finnish account operators will submit a notification of the Tender Offer with related instructions and an acceptance form to their customers who are entered in the Company's shareholder register. Shareholders who do not receive such notification from their account operator or asset manager may contact Evli Bank Plc (the “Lead Manager”), who will issue all necessary information to such shareholders for their information and to whom they may give their approval. Those shareholders of the Company whose Shares are nominee-registered and who wish to accept the Tender Offer must provide their acceptance in accordance with the instructions given by the nominee registration custodian. With respect to pledged Shares, acceptance of the Tender Offer requires the consent of the pledgee. Acquiring this consent is the responsibility of the Company's shareholders in question. Those Company shareholders who are registered in the shareholder register of the Company and who wish to accept the Tender Offer must complete, sign, and return the acceptance form to the account operator that manages their book-entry account in accordance with the instructions given, and within the time limits set, by the account operator or, if the account operator in question will not receive the acceptance form (e.g., customers of the Finnish Central Securities Depository Ltd), such shareholders may contact the Lead Manager for acceptance of the Tender Offer with respect to Shares held by such shareholders. The acceptance form must be delivered so that it will be received within the Tender Offer Period, or if the Tender Offer Period has been extended, within the extended Tender Offer Period, taking into account, however, the instructions given by the account operator. Shareholders can deliver the acceptance forms in the manner they see fit at their own risk, and the acceptance form will be considered as delivered only when an account operator or the Lead Manager has effectively received it. By accepting the Tender Offer, the Company's shareholders authorize the Lead Manager or their account operator to sell the Shares to the Offeror in accordance with the terms and conditions of the Tender Offer. Shareholders may only accept the Tender Offer unconditionally and for those Shares held by them that are registered on the book-entry account in question. The Offerors have the right to reject any acceptance that concerns only a part of the Shares held by a shareholder and registered on the same book-entry account. Shareholders who have accepted the Tender offer are not entitled to receive a right under a separate purchase commitment in their favor for the accepted Shares. Except to the extent required by mandatory legislation, those shareholders who have validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer are not permitted to sell or otherwise control those Shares for which the Tender Offer has been validly accepted. A transfer restriction concerning the Shares will be registered on the book-entry account in question after the shareholder has delivered the acceptance form for the Tender Offer. Announcement of Tender Offer Outcome The Offerors will announce the preliminary outcome of the Tender Offer on or about 7 January 2008, on the banking day following the expiry of the Tender Offer Period or, when appropriate, of the extended Tender Offer Period, and will announce the final outcome on or about 8 January 2008, on the second banking day following the expiry of the Tender Offer Period, or, when appropriate, of the extended Tender Offer Period. In connection with the announcement of the final outcome, the percentage of those Shares for which the Tender Offer has been validly accepted will be confirmed. Terms of Payment and Settlement of the Shares The sale of Shares, in respect of which the Tender Offer has been validly accepted in accordance with the terms and conditions of the Tender Offer, will be completed on the completion date, which will be the fourth banking day following the Tender Offer Period, at the latest, or if the Tender Offer Period has been extended, the banking day following the expiry of the extended Tender Offer Period (the “Completion Date”). The sale of the Shares may be carried out on the Helsinki Stock Exchange, if permitted by the applicable rules, or as OTC transactions between or within securities intermediaries in accordance with the decision made by the Lead Manager. The trades will be settled on or about the banking day following the Completion Date (the “Settlement Date”). The Offer Price of the Shares will be paid on the Settlement Date to the custody account of the shareholder's book-entry account or, with respect to those shareholders whose holdings are nominee-registered, to the bank account specified in the acceptance form. If the shareholder's bank account is in a different financial institution than the shareholder's book-entry account, the Offer Price will be paid to the shareholder's bank account in accordance with the schedule for payment transactions between financial institutions so that it will be on the shareholder's bank account on or about two (2) banking days from the Settlement Date, at the latest. The Offerors reserve the right to defer the payment of the Offer Price for Shares in case the payment is prevented or suspended due to force majeure. However, the Offerors will make the payment immediately when the force majeure preventing or suspending the payment has been resolved. Transfer of Title The title to the Shares for which the Tender Offer has been validly accepted will transfer to the new John Nurminen on the Settlement Date against the payment of the Offer Price for the Shares or, with respect to trades carried our in the Stock Exchange, in accordance with the Helsinki Stock Exchange's rules on settlement. Transfer Tax and Other Payments The Offerors will pay any transfer tax that may be charged in Finland in connection with the sale of the Shares. Each shareholder is liable for fees and commissions charged by account operators, asset managers, nominee registration custodians, or other parties related to the release of collateral or the revoking of any other restrictions, including pledges, that prevent the sale of the Shares. The Offerors are liable for other customary costs caused by the registration of entries in the book-entry system required by the Tender Offer, the execution of trades pertaining to the Shares in compliance with the Tender Offer, or the payment of the Offer Price for the Shares. Other Issues The Offerors reserve the right to amend the terms and conditions of this Tender Offer in accordance with Chapter 6(7) of the Securities Market Act. Should a competing tender offer for the Shares be published by a third party during the Tender Offer Period, the Offerors reserve the right to extend the Tender Offer Period in accordance with Chapter 6(8) of the Securities Markets Act. The Offerors may, at their discretion and within the limits set by applicable legislation, decide on any other matters related to the Tender Offer. The Tender Offer is not being made, directly or indirectly, in jurisdictions where prohibited by applicable law, and the Offer Document, related acceptance forms, or other material will not and may not be distributed, forwarded or transmitted by any means of instrumentality, including without limitations by mail, telefax, email, or telephone or by any other means into or from any jurisdiction where prohibited by applicable law.
PUBLIC TENDER OFFER FOR KASOLA OYJ'S SERIES A SHARES, PUBLICATION OF THE OFFER DOCUMENT, AND TERMS AND CONDITIONS OF THE TENDER OFFER
| Source: Nurminen Logistics Oyj