Published: 2005-07-07 19:18:15 CEST
Elisa Oyj - Company Announcement
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 
Elisa’s 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 Elisa’s 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 Elisa’s point of view 
and attributable to Saunalahti have taken place in Saunalahti’s 
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, Elisa’s Board of 
Directors will summon an extraordinary shareholders’ meeting to 
decide on two new Board members.

‘The deal is in line with Elisa’s strategy and enables us to offer 
Elisa and Saunalahti’s customers even more comprehensive offering 
of innovative services than before. Saunalahti’s competences 
and agility further enhance Elisa’s 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 Elisa’s premises at Keilasatama 5, 
Espoo, on Friday at 9.30pm.

Mandatum & Co Oy will act as Elisa’s 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.