TERVEYSTALO HEALTHCARE OYJ STOCK EXCHANGE ANNOUNCEMENT January 19, 2009 at 12.20 p.m. NOTIFICATION OF CHANGE IN HOLDINGS UNDER CHAPTER 2, SECTION 9 OF THE FINNISH SECURITIES MARKET ACT Terveystalo Healthcare Oyj has on 19 January 2009 gained knowledge of the following notification under Chapter 2, Section 9 of the Finnish Securities Market Act regarding a possible change in holdings: Star Healthcare Oy (“Star Healthcare”) and Terveystalo Healthcare Oyj (“Terveystalo”) have today, on 19 January 2009, entered into a Transaction Agreement whereby Star Healthcare, ultimately wholly owned by Bridgepoint Europe IV (“Bridgepoint”), will make a public tender offer to purchase all of the issued and outstanding shares that are not owned by Terveystalo and option rights in Terveystalo (the “Tender Offer”). Bridgepoint is a European private equity fund structured as a series of limited partnerships managed by Bridgepoint Capital Limited (“BCL”). Bridgepoint has received undertakings by Terveystalo shareholders, representing in total approximately 51.8 % of all the shares and voting rights in Terveystalo (the “Shareholders”), according to which the Shareholders irrevocably and subject only to the launch and completion of the Tender Offer commit themselves to accept the Tender Offer with respect to their Terveystalo shares. The Shareholders have irrevocably waived any right they may have pursuant to law or the terms and conditions of the Tender Offer to withdraw their acceptance of the Tender Offer. At the date hereof, BCL, Bridgepoint, Star Healthcare or their Group companies do not hold any shares, voting rights or option rights in Terveystalo. If the Tender Offer is completed, the holding of Star Healthcare in Terveystalo will exceed 50 % of the shares and voting rights in Terveystalo. Upon the completion of the Tender Offer Star Healthcare's holding in Terveystalo would on the basis of the above undertaking constitute a total of 42,017,136 shares, ie., 51.8 percent of the share capital and voting rights. The share capital of Terveystalo Healthcare Oyj constitutes 81,106,421 shares and voting rights. TERVEYSTALO HEALTHCARE OYJ Martti Kiuru, Managing Director FURTHER INFORMATION: Terveystalo Healthcare Oyj, Managing Director Martti Kiuru, tel. +358 30 633 1629, martti.kiuru@terveystalo.com TERVEYSTALO: Terveystalo is Finland's leading healthcare service company, offering versatile healthcare, occupational healthcare, diagnostics and hospital services. The company has more than 100 units around the country. Terveystalo, which was founded in 2001, has grown strongly. The company share is listed on the NASDAQ OMX Helsinki Ltd. under the code SUT1V. www.terveystalo.com DISTRIBUTION: NASDAQ OMX Helsinki Ltd Principal media www.terveystalo.com
NOTIFICATION OF CHANGE IN HOLDINGS UNDER CHAPTER 2, SECTION 9 OF THE FINNISH SECURITIES MARKET ACT
| Source: Terveystalo Healthcare Oyj