Vacon Plc: Danfoss has announced that it extends the acceptance period under its tender offer for all the shares in Vacon to end on 21 November 2014 at 4:oo pm (Finnish time)


NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER STATE IN WHICH THE
TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

Vacon Plc, Stock Exchange Release, 27 October 2014 at 3.10 p.m. (EET)

As announced by Danfoss A/S on 12 September 2014 and on 25 September 2014, Oy
Danfoss Ab (the 'Offe-ror') has made a voluntary recommended public tender offer
to purchase all the issued and outstanding shares in Vacon Plc ('Vacon') that
are not held by the Offeror or Vacon or its subsidiaries (the 'Tender Offer').
The offer period under the Tender Offer commenced on 29 September 2014 and was
initially scheduled to expire on 28 October 2014 (the 'Offer Period').

Pursuant to the terms and conditions of the Tender Offer, the Offeror has
decided to extend the Offer Period to expire on 21 November 2014 at 4:00 pm
(Finnish time) to allow sufficient time to complete the approval processes of
relevant authorities such as the approvals by the Chinese competition
authorities as well as the approval process under the Act on Monitoring Foreign
Acquisitions with the Finnish Ministry of Employment and the Economy prior to
the expiry of the Offer Period. Regulatory competition approvals have previously
been granted in Austria, Germany, Finland and Russia. In addition to the above
mentioned approval process pending in China, no further regulatory competition
approvals are necessary for the completion of the Tender Offer. Except for the
extension of the Offer Period, the terms and conditions of the Tender Offer
remain unchanged. In accordance with the terms and conditions of the Tender
Offer, the Offer Period may be extended further or the extended Offer Period may
be discontinued.

The completion of the Tender Offer is subject to the satisfaction or waiver by
the Offeror of certain conditions to completion, as stated in the terms and
conditions of the Tender Offer published on 25 September 2014 and included in
the tender offer document relating to the Tender Offer.

The consideration being offered is EUR 34.00 in cash for each share with respect
to which the Tender Offer has been validly approved (the 'Offer Price'). The
amount of distributed dividends or other assets payable for each share may be
deducted from the Offer Price in accordance with the terms and conditions of the
Tender Offer.

Due to regulatory requirements in the United States, the Offeror publishes the
level of acceptances in connection with extension of the Offer Period:
Shareholders of Vacon the holdings of which amount to 15,707,997 Vacon shares
representing 51.35 per cent of all the shares in Vacon have accepted (or have
signed an undertaking to accept) the Tender Offer in accordance with its terms
and conditions by 24 October 2014. In addition, the Offeror and AC Invest Three
B.V. have on 11 September 2014 entered into an agreement on the sale to the
Offeror of AC Invest Three B.V.'s whole holding in Vacon corresponding to a
10.56 percent shareholding in Vacon. Based on the Offeror's current ownership
and shareholders' acceptances of the Tender Offer received by 24 October 2014
(including the shares represented by the above undertakings to accept the Tender
Offer), the Offeror's ownership would amount to 18,937,685  shares which
corresponds to 61.91 per cent of all the shares and voting rights in Vacon. The
acceptances of the Tender Offer are valid until the expiry of the Offer Period
(or extended Offer Period) under the tender offer, unless withdrawn, and the
ownership thereunder will be transferred to the Offeror in connection with the
completion of the Tender Offer.

The Tender Offer Document is available in Finnish at the office of the Offeror
at Niittytaival 13, 02200 Es-poo, Finland, at the branch offices of Nordea Bank
Finland Plc ('Nordea Bank') and at the Helsinki Stock Exchange at Fabianinkatu
14, 00100 Helsinki, Finland and on the internet at www.nordea.fi/osakkeet and
www.danfoss.com/tender-offer and in English on the internet at
www.nordea.fi/equities and www.danfoss.com/tender-offer. In addition, the Tender
Offer Document is available in the Finnish language on the internet at
www.vacon.fi, and in the English language on the internet at www.vacon.com.

Those Vacon shareholders who have not received information and instructions on
the acceptance of the Tender Offer from their account operator or asset manager
can contact any branch office of Nordea Bank Finland Plc to obtain all necessary
information and give their acceptance of the Tender Offer.

VACON PLC

Further information:

  * Sebastian Linko, Director, Corporate Communications and Investor Relations,
    +358 (0)40 8371 634, sebastian.linko(at)vacon.com

Vacon in brief

Vacon is driven by a passion to develop, manufacture and sell the best AC drives
and inverters in the world - and provide customers with efficient product
lifecycle services. Our AC drives offer optimum process control and energy
efficiency for electric motors. Vacon inverters play a key role when energy is
produced from renewable sources. Vacon has production and R&D facilities in
Europe, Asia and North America, and sales offices in 30 countries. Further,
Vacon has sales representatives and service partners in nearly 90 countries. In
2013, Vacon's revenues amounted to EUR 403.0 million, and the company employed
globally approximately 1,600 people. The shares of Vacon Plc (VAC1V) are quoted
on the main list of the Helsinki stock exchange (NASDAQ OMX Helsinki).

Driven by Drives, www.vacon.com

Distribution:

NASDAQ OMX Helsinki
Financial Supervisory Authority
Main media

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR AN INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN THE TENDER
OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE EITHER THE OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY
APPLICABLE LAW OR WHERE THE TENDER OFFER DOCUMENT WOULD HAVE TO BE PUBLISHED OR
REGISTERED OR THE OFFER WOULD BE SUBJECT TO OTHER REQUIREMENTS IN ADDITION TO
THOSE UNDERTAKEN IN FINLAND. THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR
INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN
PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED CONSENT FORMS WILL NOT AND MAY
NOT BE DIS-TRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION
WHERE PROHIB-ITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT
BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE
OF, OR BY ANY MEANS OR IN-STRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
FACSIMILE TRANSMISSION, TELEX, TELE-PHONE OR THE INTERNET) OR THROUGH A NATIONAL
SECURITIES EXCHANGE OF CANADA, JA-PAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE
TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR
FROM WITHIN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.

Special notice to security holders in the United States

The Tender Offer described in this announcement is subject to the laws of
Finland. It is important for US securities holders to be aware that this press
release and all tender offer documentation are subject to disclosure and
takeover laws and regulations in Finland that are different from those in the
United States. As applicable, the Offeror will comply with Regulation 14E under
the US Securities Exchange Act of 1934, as amended in connection with the Offer.
Any extension of the Tender Offer into, or any separate tender offer in the
United States will be made solely under the accompaniment of Raymond James &
Associates, Inc. that is a broker-dealer registered under the US Securities
Exchange Act of 1934, as amended.

Security holders in the United States should read the Tender Offer documents for
instructions on how to tender their shares.

Pursuant to an exemption from Rule 14e-5 under the Exchange Act, the Offeror and
certain of its Representatives may, from time to time, purchase or make
arrangements to purchase shares outside the Tender  Offer from the time the
Tender Offer was announced until the expiration of the acceptance period of the
Tender Offer, including purchases in the open market at prevailing prices or in
private transactions at negotiated prices, in each case, outside of the United
States and to the extent permitted under the applicable Finnish laws and
regulations. Any such purchases will not be made at prices higher than the price
of the Tender Offer provided in this announcement unless the price of the Tender
Offer is increased accordingly. Any future purchases will be made in accordance
with applicable laws, rules and regulations. Any such purchases of shares will
be disclosed to the extent required by Finnish law or rules or regulations and,
if so disclosed, will also be disclosed in the US.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE
TENDER OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DE-
TERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.




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