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.
Director, IR and financial communications
For further information, please contact:
CEO and President, tel. +358 10 2622635
Tuija Soanjärvi, CFO, tel. +358 50 3822606
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.