STATEMENT IN ACCORDANCE WITH CHAPTER 6, SECTION 6 OF THE FINNISH SECURITIES MARKETS ACT

TERVEYSTALO HEALTHCARE OYJ		STOCK EXCHANGE RELEASE
January 21, 2009 at 8.30 a.m. 


 
STATEMENT IN ACCORDANCE WITH CHAPTER 6, SECTION 6 OF THE FINNISH SECURITIES
MARKETS ACT 

With reference to the stock exchange release issued by Terveystalo Healthcare
Oyj 19 January 2009 regarding the public tender offer of Star Healthcare Oy,
the Board of Directors of Terveystalo Healthcare Oyj issues the following
statement in accordance with chapter 6, section 6 of the Finnish Securities
Markets Act regarding the public tender offer of Star Healthcare Oy. 


STATEMENT OF THE BOARD OF DIRECTORS OF TERVEYSTALO HEALTHCARE OYJ REGARDING THE
VOLUNTARY PUBLIC TENDER OFFER OF STAR HEALTHCARE OY CONCERNING THE SHARES AND
OPTION RIGHTS 

Terveystalo Healthcare Oyj ("Company" or "Terveystalo Healthcare") and Star
Healthcare Oy have, regarding the voluntary public tender offer of 19 January
2009 signed the Transaction Agreement, on the basis of which Star Healthcare Oy
has decided to make a voluntary public tender (“Tender Offer”) in accordance
with chapter 6, section 6 of the Finnish Securities Markets Act regarding all
the shares of Terveystalo Healthcare Oyj, which are not owned by the Company
(“Shares” or each separately “Share”) and regarding the option rights entitling
to the Shares (“Option Rights”) in accordance with the terms and conditions of
the tender offer document, to be published approximately 26 January 2009
(”Tender Offer Document”). The draft of the Tender Offer Document, dated 19
January 2009 has been provided to the Board of Directors in the form it has
been filed to be accepted by the Financial Supervision Authority. 

Terveystalo Healthcare is a public limited company, the shares of which are
listed on the official list of NASDAQ OMX Helsinki Ltd. (“OMX Helsinki”) with a
trading code SUT1V. The offeror, Star Healthcare Oy is a limited liability
company incorporated under the laws of Finland. The company has been
established by the private equity fund BP Europe IV. 

According to the Tender Offer Document the intention of Star Healthcare Oy is
to acquire all the shares of the Company.  The Tender Offer is subject to,
among other things, reaching an ownership share of 90 percent. It is the
offeror's intention that, following the initiation of the compulsory
acquisition proceedings, the Company shall apply for the delisting of its
Shares from OMX Helsinki as promptly as allowed by the legislation and
regulations. 

The consideration to be offered for each Share validly tendered is EUR 2.00.
The consideration to be offered for Option Rights is EUR 0.20 for each Option. 

Star Healthcare Oy has notified that the offer period (”Offer Period”)
commences approximately on 26 January 2009, 9.30 a.m. (Finnish time) and
expires 16 February 2009, 4.00 p.m. (Finnish time), unless the Offer Period is
extended. 

Further details are included in the Tender Offer Document.


STATEMENT OF THE BOARD OF DIRECTORS 

The Board of Directors of Terveystalo Healthcare Oyj issues this statement in
accordance with chapter 6, section 6 of the Finnish Securities Markets Act and
in accordance with the recommendation on procedures to be complied with in
public tender offers. 

The Board of Directors has evaluated the Tender Offer and its terms on the
basis of the Tender Offer Document, the fairness opinion acquired from Pohjola
Corporate Finance Ltd. and other information that has been available. 

Star Healthcare Oy does not at the time of publishing the Tender Offer directly
or indirectly trough its group companies own shares of the Company. It has on
19 January 2009 been brought to the attention of the Board of Directors that
shareholders representing altogether approximately 51.8 percent of the shares
of Terveystalo Healthcare Oyj, including Mutual Pension Insurance Company
Ilmarinen, Mutual Pension Insurance Company Varma, other significant insurance
companies and certain Board members of the Company, the managing director and
certain members of the management team have irreversibly and unconditionally
undertaken to accept the Tender Offer of Star Healthcare Oy. 

The Board of Directors' opinion, based on the Tender Offer Document, is that
the Tender Offer will not have immediate effects to the activities or assets of
the Company nor to the position of the management, employees or self-employed
persons of the Company. The strategic plans of Star Healthcare Oy presented in
the Tender Offer Document are consistent with the current strategic plans of
the Company and the implementation of these plans is supported by the
refinancing solution published in the stock exchange release of the Company
regarding the Tender Offer on 19 January 2009. In addition the Board of
Directors estimates that the ownership of the offeror has positive influence on
the availability of equity and debt financing. 


Recommendation of the Board of Directors 

The Board of Directors estimates the price of EUR 2.00 for each Share to be
fair to the shareholders taking into account, among others, the share price of
the Shares preceding the presenting of the Tender Offer, the share price on the
date of this statement, the purchase price multiples of comparable companies,
the key financial figures of the Company as per 31 December 2007 and previous
financial years, Q3/2008 interim report, as well as other risks relating to the
ownership of shares during the current market situation and the above described
main owners' support to the Tender Offer. The Board of Directors also estimates
the price of EUR 0.20 for each Option Right to be fair to the holders of the
Option Rights. 

The evaluation of the Board of Directors is partly based on the fairness
opinion received from its financial advisor Pohjola Corporate Finance Ltd,
according to which the consideration offered by Star Healthcare Oy is from a
financial point of view fair to the shareholders and the holders of Option
Rights, taking into account the qualifications in the opinion. 

On the basis of the aforementioned clarifications, the Board of Directors
recommends that the shareholders and holders of the Option Rights accept the
Tender Offer made by Star Healthcare Oy. 

The shareholders of Terveystalo Healthcare Oyj who do not accept the Tender
Offer will obtain the right to demand the redemption of their Shares in
accordance with the chapter 18 section 1 subsection 1 of the Finnish Companies
Act (624/2006, as amended), should the ownership or voting rights of Star
Healthcare Oy increase above 90 percent due to the result of the Tender Offer
or otherwise. 

The Board of Directors emphasizes that this statement is not investment
advisory of the shareholders in nature and the Board of Directors cannot
especially be expected to evaluate common price development or the risks
usually related to investing. The Board of Directors encourages the Company's
shareholders and holders of the Option Rights to take into account that
shareholders and holders of the Option Rights should independently decide
whether to accept the Tender Offer made by Star Healthcare Oy for their Shares
and Option Rights. When making such decision, the information, which is
presented in the Tender Offer Document, should be taken into account as well as
this statement from the board of directors in its entirety, as well as other
circumstances. 

The Board of Directors of Terveystalo Healthcare Oyj has processed the Tender
Offer and issues this statement unanimously in a composition which includes the
following members of the Board of Directors: Kari Neilimo, Kari Puro, Kaija
Pöysti, Pekka Roto and Petteri Walldén. The members of the Board of Directors
Ari Ahola, Pentti Parkkinen and Matti Roto have, after issuing irrevocable
undertakings to accept the Tender Offer, not participated in the
decision-making in the matter including the decision to enter into the
Transaction Agreement and the decision to issue this statement because they
have on their own behalf personally and/or on behalf of companies controlled by
them given the said undertakings to accept the Tender Offer. The Board of
Directors has not received or solicited any competing offers. 

Pohjola Corporate Finance Ltd. has operated as financial advisor to the Board
of Directors for evaluating the fairness of the offered consideration. Bützow
Attorneys Ltd has acted as legal advisor to the Board of Directors. 


TERVEYSTALO HEALTHCARE OYJ
Board of Directors


FURTHER INFORMATION: 

Kari Neilimo, Vice Chairman of the Board of Directors, Terveystalo Healthcare
Oyj, tel. +358 50 1754 


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