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.