REDEMPTION OFFER FOR SAUNALAHTI SHARES AND SHARE OPTIONS
ELISA CORPORATION STOCK EXCHANGE RELEASE 9 DECEMBER 2005 AT 2.45pm
REDEMPTION OFFER FOR SAUNALAHTI SHARES AND SHARE OPTIONS
Elisa will make a redemption offer pursuant to Chapter 6 Section 6 of the
Securities Markets Act for all remaining Saunalahti Group Oyj shares and 2003
share options.
Following the completion of Elisa's tender offer for Saunalahti shares and share
options that ended on 4 November 2005, Elisa's ownership exceeded two-thirds
(2/3) of the voting rights connected to Saunalahti shares. On 11 November 2005,
Elisa made a decision to complete the tender offer, and title to Saunalahti
shares was transferred to Elisa on 14 November 2005. Elisa currently owns
approximately 97 per cent of Saunalahti shares and voting rights.
The redemption consideration offered by Elisa for each Saunalahti share is EUR
2.29 in cash. The redemption consideration exceeds the volume-weighted average
price of Saunalahti shares over a 12-month period by approximately 14 per cent.
The redemption consideration for each 2003 share option is EUR 1.82 in cash. The
redemption consideration exceeds the volume-weighted average price over the
period of time the options have been quoted by approximately 15 per cent.
Elisa's redemption offer for Saunalahti shares and share options commences on 12
December 2005 at 10.00 a.m. (Finnish time) and expires on 13 January 2006 at 4.30
p.m. (Finnish time). Elisa reserves the right to buy Saunalahti shares and share
options on the Helsinki Stock Exchange during the redemption offer period at a
price which will not exceed the redemption consideration. The terms and
conditions of the redemption offer are attached in their entirety to this
release.
The Finnish Financial Supervision Authority has today approved the Finnish
version of the redemption offer document. The Finnish redemption offer document
will be available as of 12 December 2005 at the latest at OMX Way, at the address
Fabianinkatu 14, 00130 Helsinki, and electronically on the internet at
www.elisa.fi/esite and www.mandatum.fi. Printed copies of the redemption offer
document will be provided upon request at Elisa's head office at the address
Kutomotie 18, 00380 Helsinki.
The objective of Elisa is to acquire all the Saunalahti shares and share options
that are not in the ownership of Elisa, Saunalahti or their subsidiaries.
Simultaneously with the redemption offer, Elisa will initiate compulsory
acquisition proceedings for minority shareholders in accordance with the Finnish
Companies Act to acquire all Saunalahti shares. The intention of Elisa is for
Saunalahti to apply for the delisting of its shares and share options from the
Main List of the Helsinki Stock Exchange as soon as practicable after the
commencement of such compulsory acquisition proceedings in accordance with the
Finnish Companies Act.
ELISA CORPORATION
Vesa Sahivirta
Director, IR and Financial Communication
Further information:
Pekka Ekstam
M&A Director, tel. +358 50 520 5252
DISTRIBUTION:
Helsinki Stock Exchange
Major media
ATTACHMENT
TERMS AND CONDITIONS OF MANDATORY REDEMPTION OFFER
Subject of Mandatory Redemption Offer
Shares
Elisa offers to purchase all Saunalahti Shares on the terms and conditions set
forth in this Mandatory Redemption Offer. However, this Redemption offer does not
apply to any Shares held by Saunalahti or any of its subsidiaries, as defined
under the Companies Act.
Options
Elisa offers to purchase all Saunalahti Options on the terms and conditions set
forth in this Redemption Offer. However, this Redemption Offer does not apply to
any Options held by Saunalahti or any of its subsidiaries, as defined under the
Companies Act.
Option holders who exercise their Options to acquire Shares of the Company prior
to the end of the Redemption Offer Period will have the right to accept this
Redemption Offer during the Redemption Offer Period with respect to any such new
Shares acquired through the exercise of Options once the new Shares are recorded
in the holder's book-entry securities account.
According to Saunalahti, all options issued under Saunalahti's I/2002 option
programme have been exercised into Saunalahti shares, which is why this
Redemption Offer does not apply to Options 2002A, 2002B and 2002C issued under
Saunalahti's option programme I/2002. Further according to Saunalahti, all
options issued under Saunalahti's I/2005 option programme are held by
Saunalahti's fully-owned subsidiary Helsingin Netti Media Oy. This Redemption
Offer does not therefore apply to any Options issued under Saunalahti's option
programme I/2005.
Redemption Offer Price
Share Redemption Offer Price
The Share Redemption Offer Price offered to Saunalahti shareholders is EUR 2.29,
payable in cash, for each (1) Share with respect to which this Redemption Offer
has been properly accepted in accordance with its terms and conditions.
Option Redemption Offer Price
The Option Redemption Offer Price offered to Saunalahti option holders is EUR
1.82, payable in cash, for each (1) Option with respect to which this Redemption
Offer has been properly accepted in accordance with its terms and conditions.
Redemption Offer Period
The Redemption Offer Period will begin on 12 December 2005 at 9:30 AM (Finnish
time) and end on 13 January 2006 at 4 PM (Finnish time), during which time
Saunalahti shareholders and option holders can elect to accept this Redemption
Offer. All acceptance forms indicating the acceptance of this Redemption Offer
must be received prior to the end of the Redemption Offer Period.
Acceptance of this Redemption Offer
The implementation of this Redemption Offer and related Share and Option
purchases and sales will be managed by Mandatum & Co Ltd ("Mandatum). Mandatum
may make use of Sampo Bank plc ("Sampo Bank"), Mandatum Securities, and book-
entry account operators to provide services related to the implementation of this
Redemption Offer.
Shares
All registered holders of Saunalahti shares will receive notice of this
Redemption Offer and an acceptance form with related instructions from their
account operator or asset manager, provided that the shareholder has entered into
an agreement to that effect with his or her account operator or asset manager.
Acceptance forms are also available at the banking service locations of Sampo
Bank and the offices of Mandatum Private Bank ("Mandatum Private Bank").
Saunalahti shareholders who do not receive instructions or acceptance forms from
their account operator (e.g. FCSD) can also pick up an acceptance form at the
retail banking offices of Sampo Bank or the offices of Mandatum Private Bank.
Saunalahti shareholders whose Shares are held in nominee accounts and who wish to
accept this Redemption Offer will be expected to deliver their acceptance in
accordance with related instructions provided by their nominee account operator.
Elisa will not send acceptance forms or other Redemption Offer documents to these
Saunalahti shareholders.
The acceptance of this Redemption Offer in respect of pledged Shares will require
the consent of the pledgee. The pledgee's consent must be delivered to the
account operator in writing. Securing such consent will be the responsibility of
the Company shareholder in question.
Saunalahti shareholders who wish to accept this Redemption Offer will be required
to sign and return their acceptance form to the account operator in charge of
their book-entry securities account or asset manager in accordance with the
instructions provided or, if the account operator or asset manager in question is
not accepting acceptance forms, to the offices of Sampo Bank or Mandatum Private
Bank. Acceptance forms must be delivered such that they are received no later
than 4 PM (Finnish time) on 13 January 2006, or as instructed by each
shareholder's account operator or asset manager. Each Shareholder may freely
select the manner of delivery at his or her own risk. Acceptance forms will be
considered delivered only when actually received by the aforesaid account
operators, asset managers or banking institutions.
By accepting this Redemption Offer Saunalahti shareholders authorize Sampo Bank,
Mandatum Private Bank or the account operator or asset manager in charge of the
shareholder's book-entry securities account to undertake any and all measures
necessary to consummate this Redemption Offer and to sell their Shares to Elisa
in accordance with the terms and conditions of this Redemption Offer.
Shareholders may only accept this Redemption Offer unconditionally and with
respect to all of their Shares recorded in the book-entry securities account
indicated on their acceptance form. Elisa has the right to reject any conditional
acceptances and partial acceptances that cover only part of the shareholder's
Shares recorded in the book-entry securities account indicated on the acceptance
form. Shareholders' acceptance of this Redemption Offer will be irrevocable.
Shareholders who have properly accepted this Redemption Offer will not be
permitted to sell or otherwise assign any Shares with respect to which they have
accepted this Redemption Offer.
Options
All registered holders of Saunalahti Options will receive notice of this
Redemption Offer and an acceptance form with related instructions from their
account operator or asset manager, provided that the option holder has entered
into an agreement to that effect with his or her account operator or asset
manager. Acceptance forms are also available at the banking service locations of
Sampo Bank and the offices of Mandatum Private Bank. Saunalahti option holders
who do not receive instructions or acceptance forms from their account operator
(e.g. FCSD) can also pick up an acceptance form at the retail banking offices of
Sampo Bank or the offices of Mandatum Private Bank.
Saunalahti option holders whose Options are held in nominee accounts and who wish
to accept this Redemption Offer will be expected to provide their acceptance in
accordance with related instructions received from their nominee account
operator. Elisa will not send acceptance forms or other Redemption Offer
documents to these Saunalahti option holders.
The acceptance of this Redemption Offer in respect of pledged Options will
require the consent of the pledgee. The pledgee's consent must be delivered to
the account operator in writing. Securing such consent will be the responsibility
of the Company option holder in question.
Saunalahti option holders who wish to accept this Redemption Offer will be
required to sign and return their acceptance form to the account operator in
charge of their book-entry securities account or asset manager in accordance with
the instructions provided or, if the account operator or asset manager in
question is not accepting acceptance forms, to the offices of Sampo Bank or
Mandatum Private Bank. Acceptance forms must be delivered such that they are
received no later than 4 PM (Finnish time) on 13 January 2006, or as instructed
by each option holder's account operator or asset manager. Each option holder may
freely select the manner of delivery at his or her own risk. Acceptance forms
will be considered delivered only when actually received by the aforesaid account
operators, asset managers or banking institutions.
By accepting this Redemption Offer Saunalahti option holders authorize Sampo
Bank, Mandatum Private Bank or the account operator or asset manager in charge of
the option holder's book-entry securities account to undertake any and all
measures necessary to consummate this Redemption Offer and to sell their Options
to the Offeror in accordance with the terms and conditions of this Redemption
Offer.
Option holders may only accept this Redemption Offer unconditionally and with
respect to all of their Options recorded in the book-entry securities account
indicated on their acceptance form. Elisa has the right to reject any conditional
acceptances and partial acceptances that cover only part of the option holder's
Options recorded in the book-entry securities account indicated on the acceptance
form. Option holders' acceptance of this Redemption Offer will be irrevocable.
Option holders who have properly accepted this Redemption Offer will not be
permitted to sell or otherwise assign any Options with respect to which they have
accepted this Redemption Offer.
Notice of the Outcome of this Redemption Offer
The outcome of this Redemption Offer will be announced in a stock exchange
release on or about the second (2nd) banking day following the end of the
Redemption Offer Period, i.e. tentatively on 17 January 2006.
Terms of Payment and Clearing
Shares and Options with respect which this Redemption Offer has been properly
accepted will be purchased, to the extent feasible, by the third (3rd) banking
day following the receipt of a properly completed and signed acceptance form. All
tendered Shares and applicable Options will be purchased through the Helsinki
Stock Exchange, to the extent permitted under the rules of the Helsinki Stock
Exchange.
Purchases will be cleared and the Share Redemption Offer Price and Option
Redemption Offer Price will be paid on or about the third (3rd ) banking day
following purchase. The Share Redemption Offer Price and Option Redemption Offer
Price will be transferred to the bank account linked to the selling shareholder's
or option holder's book-entry securities account or, for shareholders whose
Shares are held in nominee accounts, to a Finnish bank account indicated on the
acceptance form. If a shareholder's or option holder's bank account is operated
by a different financial institution than his or her book-entry securities
account, the Share Redemption Offer Price or Option Redemption Offer Price will
be transferred to such shareholder's or option holder's Finnish bank account in
accordance with the customary banking practices of financial institutions within
approximately two (2) banking days. Elisa reserves the right to suspend the
making of Share Redemption Offer Price or Option Redemption Offer Price payments
if such payments are prevented or interrupted by force majeure circumstances.
However, Elisa will resume the making of payments as soon as the preventing or
interrupting force majeure circumstances have been resolved.
Transfer of Title
Legal title to all Shares and Options in respect of which this Redemption Offer
has been properly accepted will transfer to Elisa upon Elisa's payment of the
Share Redemption Offer Price or Option Redemption Offer Price to the shareholder
or option holder accepting this Redemption Offer Offer.
Asset Transfer Tax and Other Charges
Shareholders and option holders will not be charged for any fees or other costs
related to any book entries required for the acceptance of this Redemption Offer,
the sale of any Shares and Options tendered, or the payment of the Share
Redemption Offer Price or Option Redemption Offer Price. Account operators may
charge for other services rendered in connection with this Redemption Offer as
agreed between the shareholder or option holder and the account operator in
question.
The Offeror will be responsible for any Finnish asset transfer taxes payable upon
the acceptance of this Redemption Offer and/or on any transactions effected
pursuant to this Redemption Offer. Saunalahti shareholders and option holders
considering the acceptance of this Redemption Offer are encouraged to consult
their respective tax advisors for more detailed information regarding other tax
consequences related to the ownership and disposal of their Shares and Options.
Other
All other matters related to this Redemption Offer will be subject to the
discretion of Elisa. Any material matters pertaining to this Redemption Offer
will be posted on Elisa's website at www.elisa.fi and announced in stock exchange
releases to the extent required by the disclosure provisions of the Securities
Market Act. However, this Offer Document will not be supplemented or updated to
reflect any financial information or stock exchange releases issued by Saunalahti
subsequent to the date of this Offer Document, and Elisa will not provide
separate notice of the issuance of such financial information or stock exchange
releases unless required by applicable law.
This Redemption Offer is not made, directly or indirectly, in any jurisdiction
where the making of this Redemption Offer would be unlawful, and this Offer
Document and related acceptance forms will not be distributed or transmitted, and
must not be distributed or transmitted, by any means such as mail, facsimile, e-
mail, or telephone, or in any other manner, to or from any jurisdiction where
such distribution or transmission would be unlawful.
The Shares of any shareholders who decline to accept this Redemption Offer will,
in any event, be purchased pursuant to the minority shareholder buyout provisions
of Chapter 14, Sections 19 through 21 of the Finnish Companies Act.
Restrictions applying to the distribution of the Tender Offer Document
The legislation of certain countries may set restrictions on the distribution of
the Tender Offer Document and making of the Redemption Offer. Elisa has not taken
steps anywhere else than in Finland to make the Redemption Offer or the Tender
Offer Document public. Elisa and the Lead Manager require that persons who have
gained possession of the Tender Offer Document obtain the appropriate information
on the said restrictions and abide by them. The Redemption Offer is not being
made in any jurisdiction where such an offer request would violate the applicable
law of that jurisdiction, nor will the Tender Offer Document and the related
acceptance forms be delivered or forwarded, nor may they be delivered or
forwarded into any or from jurisdiction where prohibited by applicable law. In
particular, the Tender Offer is not being made directly or indirectly in the
United States, Canada, Japan or Australia. The Tender Offer cannot be accepted in
such a jurisdiction or from there. Neither this Tender Offer Document nor a
Tender Offer acceptance form nor any related document may be delivered to the
United States, Australia, Canada or Japan or to any other jurisdiction where it
would violate the laws of that jurisdiction.
