English Finnish
Published: 2005-08-17 16:00:00 CEST
Elisa
Company Announcement
ELISA'S PUBLIC TENDER OFFER FOR SAUNALAHTI SHARES COMMENCES
ELISA CORPORATION STOCK EXCHANGE RELEASE 17 AUGUST 2005 AT 5.00pm

ELISA'S
PUBLIC TENDER OFFER FOR SAUNALAHTI SHARES COMMENCES

On 7 July 2005, Elisa
announced a public tender offer for all shares issued by
Saunalahti Group Oyj.
Elisa's tender offer for Saunalahti shares will commence on
23 August 2005 at
9.30 a.m. Finnish time and terminate on 19 September 2005 at
4.00 p.m. Finnish
time unless the tender offer period is extended.

The consideration offered
by Elisa in the tender offer is 1 Elisa share for 5.6
Saunalahti shares. Elisa
will also make an offer for Saunalahti option holders,
offering EUR 1.53 in
cash for each share option of the 2002 option programme and
EUR 1.82 in cash
for each share option of the 2003 option programme.

The Finnish Financial
Supervision Authority has today, 17 August 2005, approved
the Finnish version
of the tender offer document relating to Elisa's public
tender offer for
Saunalahti shares. The printed Finnish version of the combined
tender offer
document and listing particulars will be available as of 19 August
2005 at
Elisa's head office, at the address Kutomotie 18, 00380 Helsinki.
The
electronic version is available on the internet at www.elisa.fi/esite. The
tender
offer document will also be available at OMX way, at the address
Fabianinkatu 14,
00130 Helsinki, and electronically on the internet at
www.mandatum.fi. The
English translation of the tender offer document is
available electronically on
the internet at www.elisa.fi/esite and
www.mandatum.fi.

The tender offer document contains the following
information relating to the
increase in Elisa's share capital, preconditions
for consummating the tender
offer, agreements concerning the Saunalahti shares
and Elisa after the
consummation of the tender offer:

In order to pay out
the share offer consideration pursuant to the terms and
conditions of the
tender offer, Elisa's Board of Directors decided on 17 August
2005 to increase
the share capital on the basis of the authorisation issued at
the Annual
General Meeting on 14 March 2005. According to the decision, the share
capital
will be increased by not more than EUR 12,689,955.50 by issuing a maximum
of
25,379,911 new Elisa shares. The new shares are offered for subscription
to
Saunalahti shareholders so that 5.6 Saunalahti shares entitle to subscribe
for
one new Elisa share. The new shares give right to a dividend and other
rights in
Elisa, effective of the registration of the increase in the share
capital.

The execution of Elisa's tender offer requires that Elisa's
ownership exceeds two-
thirds (2/3) of Saunalahti. The consummation of the
tender offer also requires
the approval of the competition authorities so that
the conditions regarding the
mobile business are reasonably acceptable to
Elisa. Furthermore, the consummation
of the tender offer requires that no
material adverse change has taken place in
Saunalahti's position, with a
change in the mobile business outside of
Saunalahti's sphere of influence,
however, not regarded as such, and that
Saunalahti has not taken actions that
could lead to an increase in the share
capital, excluding subscriptions made
on the basis of options. Elisa may waive
the 2/3 ownership precondition only
on the consent of Novator Finland Oy.

On 7 July 2005, Elisa signed a
combination agreement with major Saunalahti
shareholders, Novator Finland Oy,
Burdaras hf, Keaton Industries Corp. and Ajanta
Oy, according to which these
Saunalahti shareholders are committed to participate
in Elisa's tender offer.
According to the terms of the combination agreement, the
shareholders are
committed not to sell or otherwise assign, without the consent
of Elisa's
Board of Directors, the new shares they receive as share offer
consideration
within 12 months of gaining ownership of the new shares. The above-
mentioned
restriction on assignment does not, however, apply to an assignment
which
occurs on the basis of a public tender offer possibly made with respect
to
Elisa's shares. Elisa is committed to redeem the approximately EUR 11
million
loan granted by Novator One L.P. to Saunalahti with a six per cent
annual
interest until the end of September 2005. In addition, Elisa is also
committed,
after the tender offer is consummated, to convene an extraordinary
general
meeting in which a proposal will be made to increase the number of
members in
Elisa's Board of Directors by two (2) members. Novator Finland Oy
will propose
two (2) new members to Elisa's Board of Directors.

The
purchase cost of Saunalahti shares will be computed for the shares
exchanged
in the share exchange using the stock exchange price of the Elisa
share on the
transaction day. The total purchase cost includes related fees
and other direct
acquisition costs pertaining to the arrangement. Had the
total purchase cost of
Saunalahti been computed using the closing price of the
Elisa share on 30 June
2005, i.e. EUR 12.94, at an exchange ratio of 1:5.6,
the total purchase cost
would have been approximately EUR 325
million.

Under IFRS, the purchase cost of Saunalahti shares is allocated to
tangible and
intangible assets and to goodwill. The deferred tax liability is
recognized on
that part of the purchase cost that is allocated to depreciable
or amortizable
assets. Had Elisa's and Saunalahti's consolidated balance
sheets been combined as
of 30 June 2005 and had the tender offer been accepted
by all Saunalahti
shareholders at that time, the total assets of Elisa would
have increased from
approximately EUR 1.84 billion to approximately EUR 2.27
billion. The most
significant factors contributing to the increase in the
balance sheet total are
the total acquisition cost and a deferred tax
liability caused by the valuation
difference and approximately EUR 68 million
liabilities included in Saunalahti's
consolidated balance sheet.

The part
of the acquisition price allocated to tangible assets will be valued at
fair
market value. According to preliminary estimates, this does not
materially
differ from the book values in Saunalahti's consolidated financial
statements
reported in the interim report of 30 June 2005. The part of the
acquisition price
allocated to intangible assets will be the value estimated
at the time of
consummation of the tender offer. Intangible assets include,
among others,
patents, trademarks and customer relationships. That part of the
acquisition
price will be recognized as goodwill that is not allocated to
tangible or
intangible assets.

In accordance with IFRS, the purchase cost
of Saunalahti shares will be allocated
to tangible and intangible assets and
to goodwill. The part of the purchase cost
that is allocated to depreciable or
amortizable assets will be expensed over the
expected useful life of such
assets. Any intangible assets without a specified
useful life and goodwill
generated in connection with the acquisition will be
tested annually for
impairment in accordance with Elisa's testing principles.
Saunalahti's
goodwill will be tested at the time of acquisition. The acquisition
of
Saunalahti is also estimated to produce EUR 70 million in annual cost
savings,
of which a significant portion is dependent on the telephone
communications of
Saunalahti's customers being transferred largely to Elisa's
mobile network. Other
cost savings targets include purchases and data systems.
The savings will be
achieved for the most part during 2006 and in full by the
beginning of 2007.

ELISA CORPORATION

Vesa Sahivirta
Director, IR and
Financial Communication

ADDITIONAL INFORMATION:


Ms Tuija Soanjärvi,
CFO, tel. +358 50 382 2606
Mr Jyrki Arjanne, Senior Legal Counsel, tel. +358
10 262 4627

DISTRIBUTION:

Helsinki Stock Exchange
Major media

The
tender offer document shall not be delivered or distributed in the 
United
States, Canada, Australia, Japan, Great Britain or in
any country where the
legislation requires any other
document, registration or other measure in
addition to what
is required under Finnish laws and regulations.