ELISA CORPORATION STOCK EXCHANGE RELEASE
29 MARCH 2004 AT 8.00am
YOMI TO MERGE INTO ELISA
The Board of Directors of Elisa Corporation and Yomi Plc
have signed a plan to merge Yomi into Elisa. Yomi has been
Elisas subsidiary since 2001 and Elisa has a 51.46 per cent
holding in Yomi before the merger. The merger will make
Elisas Group structure more cost-effective and more
transparent.
According to the merger plan, Yomis shareholders will
receive a merger consideration in Elisa shares as follows:
for each Yomi share will be given 0.5654 Elisa A-shares. The
merger consideration is based on the value ratio of Elisa
and Yomi.
Yomis Extraordinary General Meeting of Shareholders to be
held approximately on week 22, will make a decision on the
merger. The acceptance of the merger will require a three-
fourths (3/4) statutory majority of the shares represented
and votes cast at the Extraordinary General Meeting. Yomis
largest shareholders, Elisa Corporation and the Tapiola
Group, have announced that they will support the merger at
Yomis Extraordinary General Meeting. Together Elisa and
Tapiola own approximately 58.9 per cent of Yomi.
The intended date for the registration of the enforcement of
the merger is 31 December 2004. After the merger the
minority shareholders of Yomi will have about 3 per cent of
Elisas shares. Elisa Corporation and its subsidiary hold in
total 8 133 580 Yomi Plc shares for which no merger
consideration will be given.
As a result of the payment of merger consideration, the
number of Elisa shares will increase by 4 337 114 (excl.
Yomis personnel options), representing 3.1 per cent of the
current number of Elisa shares. Yomi owns 556 870 Elisa
shares. These shares have not been taken into consideration
when calculating the dilution effect. The merger is not
expected to have an impact on Elisas earnings per share in
2005.
According to its current strategy, Elisa concentrates on its
core businesses, so the computing and service businesses of
Yomi will not be part of the core businesses of Elisa. Elisa
will develop Yomis computing and services businesses as a
long-term financial investment.
The computing and services businesses of Yomi will be
concentrated. The domicile of the businesses will be
Jyväskylä and the current management of Yomis computing and
service businesses will continue as its management.
The aim is to broaden the ownership structure of Yomis
computing and service businesses. The objective of Elisa and
Yomi is that the businesses have the necessary prerequisites
to be independent and profitable from the start.
The merger plan has been included as an appendix to this
stock exchange release. Elisa will publish a merger
prospectus of its merger with Yomi, approximately on x May
2004.
Mandatum & Co Ltd acts as an advisor to Elisa in the merger.
ELISA CORPORATION
Velipekka Nummikoski
Vice President, Corporate Communications
Additional information:
Elisa Corporation
Mr Veli-Matti Mattila, President and CEO, tel. +358 10 262 2635
Mr Asko Känsälä, Executive Vice President tel. +358 10 262 2110
Yomi Plc
Mr Jukka Lassila President and CEO, tel. +358 10 240 2000
Mr Erkki Poranen, Chairman of the Board of Directors,
tel. +358 500 362 864
An appendix: The merger plan
MERGER PLAN
THE MERGING COMPANIES
Elisa Corporation: organisation number 0116510-6,
registration number 39.379
Domicile: Helsinki
Address: Kutomotie 18, 00380 Helsinki (hereinafter "Elisa")
Yomi Plc: organisation number 1449953-5, registration number
728.797
Domicile: Jyväskylä
Address: Piippukatu 11, 40100 Jyväskylä (hereinafter
"Yomi")
(Elisa and Yomi both jointly referred to as the "Parties" or
the "Merging Companies")
2. MERGER
The Boards of Directors of the Merging Companies have
resolved to merge Yomi into Elisa by absorption merger as
provided for in the chapter 14, section 1 of Finnish
Companies Act and under the terms and conditions set out in
this merger plan so that all the assets and liabilities of
Yomi are transferred to Elisa without a liquidation
procedure.
3. INFORMATION REQUIRED BY THE FINNISH COMPANIES ACT
3.1 The Articles of Association of the receiving company
The merger will not cause any amendments to the Articles of
Association of Elisa.
3.2 Merger Consideration
The merger consideration to the shareholders of Yomi will be
effected in new shares issued by Elisa. The shareholders of
Yomi will receive shares of Elisa as merger consideration as
follows: for each share of Yomi with equivalent bookkeeping
value of EUR 0.35 per share, 0,5654 A-shares of Elisa with a
nominal value of EUR 0.50 per share will be given (Exchange
Ratioö).
To the extent the number of new Elisa shares to be given to
a Yomi shareholder as merger consideration according to the
Exchange Ratio is not a round number, the fractional
entitlement to Elisa shares shall be combined with other
holders fractional entitlements to form whole Elisa shares
and subsequently sold on the Helsinki Exchanges on behalf of
such holders.
Elisa directly and its hundred per cent owned subsidiary WW
Value Oy together own 8 133 580 shares of Yomi. Merger
consideration will not be given to the shares of Yomi owned
by Elisa. Merger consideration will neither be given to the
shares of Yomi owned by WW Value Oy because WW Value Oy will
be merged into its parent company Elisa through a subsidiary
merger before the registration of the enforcement of the
merger of the Parties so that the assets and liabilities of
the merging company are transferred to Elisa without a
liquidation procedure.
3.3 Clearance of subordinated loans
Elisa and Yomi do not have subordinated loans governed in
the chapter 14, section 4, subsection 2, paragraph 4 of the
Finnish Companies Act.
3.4 Shareholdings of Yomi and its subsidiaries in Elisa
Yomi owns 556 870 A-shares of Elisa in total, the aggregate
nominal value of which is EUR 278 435 and the aggregate
acquisition cost in the balance sheet is EUR 0.
3.5 A proposal to increase the share capital in order to pay
the merger consideration
In order to pay the merger consideration Elisa will increase
its share capital at minimum with EUR 0.50 and at maximum
with EUR 2.321.215 by issuing at least one and not more than
4.642.430 new A-shares, with a nominal value of EUR 0.50 per
share. The shares given as merger consideration will entitle
their holders to a dividend for the financial year ending on
31 December 2004 and give their holders all other
shareholder rights from the moment the increase of share
capital has been registered.
All the shares issued by Elisa are A-shares.
3.6 A proposal regarding the time and other terms of the
distribution of merger consideration
Distribution of the merger consideration will be commenced
on the day of the merger or on the following banking day if
the day of the merger is not a banking day.
The merger consideration will be distributed in the book-
entry system so that on the date of registration of the
enforcement of the merger, the shares entered into the
shareholders book-entry accounts according to the
shareholder register of Yomi are converted into shares of
Elisa at an exchange rate and manner given this merger plan.
For those shareholders who have not delivered their share
certificates to the book-entry system by the day prior to
the date of the registration of the enforcement of the
merger, the consideration will be paid after the change to
book-entries by registering the shares given as merger
consideration to their book-entry accounts according to the
exchange ratio of the shares.
The cash consideration for the fractional entitlements,
based on the average sale price, shall be paid into the bank
accounts relating to the book-entry accounts of the holders
of fractional entitlements.
3.7 The option rights of Yomi
The holders of option rights of Yomi will be offered a
possibility to subscribe for shares of Yomi according to the
terms of the option rights. The Board of Directors of Yomi
gives the right to the holders of option rights to subscribe
for shares during a term set by the Board of Directors prior
to the merger after which the subscription right is no
longer valid. The holders of option rights of Yomi are not
offered the right to subscribe option rights of Elisa.
3.8 Description of the special benefits and rights to be
granted in connection to the merger
The members of the Board of Directors, the Managing
Directors or the auditors of the Merging Companies are not
granted any special benefits or rights. Neither are such
benefits or rights granted to the auditors acting as
independent experts mentioned later on in the merger plan.
Neither of the Merging Companies has a supervisory board.
Auditors acting as independent experts are paid according to
an accepted invoice.
3.9 The reasons for and causes of the merger, according to
which the merger consideration is to be determined
The Boards of Directors of both Parties believe that the
businesses of both Parties complete each other as a whole
and by merging them a stronger and more competitive entity
will be achieved.
The Boards of Directors of both Parties believe that it is
in the interest of both Parties and their shareholders to
clarify the present mutual ownership structure by merging
the businesses of Elisa and Yomi through the merger set out
in this merger plan.
The Boards of Directors of both Parties believe that it is
in the interest of both Parties that, through the merger,
the operator businesses of Yomi will become part of the core
businesses of Elisa. The aim of Elisa is to develop the
operator businesses of Yomi in the long term in accordance
with the current strategy of Elisa.
The Boards of Directors of both Parties state that because
Elisa, according to its current strategy, concentrates on
its core businesses, the computing and service businesses of
Yomi will not be part of the core businesses of Elisa. Elisa
will develop this business as a long-term financial
investment. The plans for the future of the computing and
service business of Yomi are described in more detail in the
chapter 4 of this merger plan.
The merger consideration is based on the value ratio of
Elisa and Yomi. The value of the Parties and their shares
has been estimated on the basis of the market values of the
Parties and other commonly used evaluation methods.
On the basis of the negotiations and evaluations, the Boards
of Directors of the Merging Companies consider the suggested
consideration justifiable and correct. The Parties are
public limited companies, the shares of which are listed on
the main list of the Helsinki Stock Exchange (Helsingin
Pörssiö).
3.10 Proposal for the date of the registration of the
enforcement of the merger
The intended date for the registration of the enforcement of
the merger is 31 December 2004. In the event the enforcement
of the merger is not registered by 31 March 2005, this
merger plan can be terminated by either party. A written
notice of termination has to be delivered by the Board of
Directors to the other Partys Board of Directors and the
termination shall be effective from the receipt of the
notice.
4. THE FUTURE OF YOMIS COMPUTING AND SERVICE BUSINESS
After the registration of the enforcement of the merger, the
computing and service businesses of Yomi will be
concentrated to Yomi Software Oy (current Yomi Solutions Oy,
organisation number 1723123-5), Yomi Service Oy (current
Indata Oy, organisation number 0472226-2) and eTimmi Oy
(organisation number 1513424-7) (all jointly referred to as
Yomi Softwareö). After Yomi has merged into Elisa, the name
Yomi will remain in the use of Yomi Software and the name
Yomi/Yomi Software will also be used in the marketing of the
new company. The domicile of Yomi Software or the parent
company of the Yomi Software Group will be Jyväskylä and the
current management of Yomis computing and service business
will continue as its management.
The business strategy of Yomi Software will be based on the
current computing and service business strategy of Yomi so
that the prerequisites to be a profitable business exist.
The Board of Directors of the Yomi Software Group is
responsible for drawing up the strategy. In the
establishment of the Board of Directors of Yomi Software,
the aim is to take the sufficient continuity into
consideration in relation to the current Board of Directors
of Yomi.
The purpose of the Parties is that the ownership structure
of the Yomi Software will be broadened after the merger set
out in this merger plan is completed or even before the
merger comes into force provided that the conditions for
that exist. The ownership structure will be broadened by the
Board of Directors of the current Yomi and later on by the
Board of Directors of the Yomi Software Group and by the
authority given to them. The broadening of ownership will be
primarily carried out by issuing new shares so that the
assets to be received from this will be allocated to Yomi
Software. The aim of both Parties is that the business of
the new Yomi Software has from the beginning the
possibilities to the independent and profitable business
with good development opportunities.
5. OTHER TERMS AND CONDITIONS
Both Parties agree to operate in accordance with the aim and
purpose of this merger plan and to take it into account in
all decisions unless otherwise agreed in this merger plan.
Yomi shall not take any unusual or far-reaching measures.
However as such measures shall not be considered the
preparative measures meant in the chapter 4 of this merger
plan which Yomi is entitled to carry for the concentration
and development of the computing and service businesses. In
addition Yomi shall not before the enforcement of the
merger:
- change its share capital,
- acquire the companys own shares,
- issue convertible bond or options, or
- resolve to distribute any additional/unusual dividend.
The above restrictions can be deviated from only in a manner
approved by the Boards of Directors of both Parties.
The merger is subject to the fact that no permanent material
adverse change occurs in the current financial preconditions
of either of the Merging Companies, other than due to
changes in the economic trend or similar, prior to the
shareholders' meeting deciding on the approval of the merger
plan.
If the merger is not being completed according to this
merger plan due to not being approved in the shareholders
meeting of either of the Merging Companies or because this
merger plan is terminated according to the section 3.10 of
this merger plan, both of the Parties shall bear their own
costs occurred due to the preparations of this matter unless
the other Party has breached this agreement.
The Boards of Directors of the Merging Companies are jointly
authorised to make possible necessary amendments and
technical modifications to the merger plan or to its
schedules, required by authorities or otherwise deemed
necessary.
6. OTHER MATTERS
This merger plan has been drawn up in four (4) counterparts,
one (1) for Elisa, one (1) for Yomi and two (2) for the
authorities.
Helsinki, 28 March 2004
Elisa Oyj
Jyväskylä, 28 March 2004
Yomi Oyj
SCHEDULES TO BE FILED AFTER THE REGISTRATION OF THE MERGER
PLAN:
Schedule 1 Statements of independent experts to the Merging
Companies
Schedule 2 Copies of Elisas:
(i) Latest three financial statements
(ii) A summary by the Board of Directors of the post
financial statement events which have a significant
effect on the status of the company
(iii) Statement of the auditors regarding the above summary
Schedule 3 Copies of Yomis:
(i) Latest three financial statements
(ii) A summary by the Board of Directors of the post
financial statement events which have a significant
effect on the status of the company
(iii) Statement of the auditors regarding the above summary
