ELISA WILL MAKE A PUBLIC SHARE EXCHANGE OFFER FOR SAUNALAHTI SHARES
ELISA CORPORATION STOCK EXCHANGE RELEASE 7 JULY AT 20.15pm
ELISA WILL MAKE A PUBLIC SHARE EXCHANGE OFFER FOR SAUNALAHTI SHARES Elisa will make a public share exchange offer for all shares issued by Saunalahti Group Oyj. The combination of the businesses of Saunalahti and Elisa creates a bigger and more competitive Finnish operator in all customer segments. The combination will offer significant scope for increasing shareholder value through synergies and further growth opportunities. Elisa will offer 1 Elisa share for each 5.6 Saunalahti shares during this share exchange offer. The calculated total value of the consideration offered by Elisa will be approximately 27 per cent higher than the average volume-weighted price of the Saunalahti shares traded in the last 12 months. Elisa will also make an offer for Saunalahti option holders, offering EUR 1.53 in cash for each share option of the 2002 option program, and EUR 1.82 in cash for each share option of the 2003 option program. The calculated total amount of the consideration offered by Elisa will be approximately EUR 320 million. Certain large Saunalahti owners, i.e., Novator Finland Oy, Burdaras hf., Keaton Industries Corp and Ajanta Oy, whose holdings in Saunalahti Group Oyj amount to the total of approximately 50% of Saunalahti shares, have all undertaken to participate in Elisas share exchange offer. The share exchange offer is estimated to commence at the end of August. The completion of the share exchange offer is subject to the approval of the authorities, among other conditions, and requires that Elisas ownership of Saunalahti shares and votes exceeds 2/3. The combined listing particulars and tender offer document concerning this share exchange offer, and the terms and conditions of the offer will be published before the share exchange period begins. In addition, the commencement and implementation of the share exchange offer require that no significant changes disadvantageous in Elisas point of view and attributable to Saunalahti have taken place in Saunalahtis business or financial status. Elisa estimates that the synergy benefits that are to be achieved by this integration will amount to at least EUR 70 million a year and they will be realized in full as of the beginning of 2007. The effect of the share exchange offer to earnings per share before depreciation on new intangible assets will be negative in 2006 and positive as of 2007. Should the share exchange offer be realized, Elisas Board of Directors will summon an extraordinary shareholders meeting to decide on two new Board members. The deal is in line with Elisas strategy and enables us to offer Elisa and Saunalahtis customers even more comprehensive offering of innovative services than before. Saunalahtis competences and agility further enhance Elisas customer-orientation. In addition, the deal will significantly strengthen our market position, says Veli-Matti Mattila, CEO and President of Elisa Corporation. Elisa will arrange a conference call on the subject for investors and analysts on Friday at 10.30pm Finnish time. The conference call number is +358 9 8248 6729 and the PIN code 1889. A press conference will be held in Elisas premises at Keilasatama 5, Espoo, on Friday at 9.30pm. Mandatum & Co Oy will act as Elisas financial adviser in the share exchange offer. ELISA CORPORATION Vesa Sahivirta Director, IR and financial communications For further information, please contact: Veli-Matti Mattila CEO and President, tel. +358 10 2622635 Tuija Soanjärvi, CFO, tel. +358 50 3822606 Distribution: Helsinki Exchanges Major media Neither this press release nor any copy of it may be taken, transmitted into or distributed in the United States of America or its territories or possessions.