English Finnish
Published: 2005-12-09 13:45:00 CET
Elisa
Company Announcement
REDEMPTION OFFER FOR SAUNALAHTI SHARES AND SHARE OPTIONS
ELISA CORPORATION STOCK EXCHANGE RELEASE 9 DECEMBER 2005 AT
2.45pm

REDEMPTION OFFER FOR SAUNALAHTI SHARES AND SHARE OPTIONS

Elisa
will make a redemption offer pursuant to Chapter 6 Section 6 of the
Securities
Markets Act for all remaining Saunalahti Group Oyj shares and 2003
share
options.

Following the completion of Elisa's tender offer for Saunalahti
shares and share
options that ended on 4 November 2005, Elisa's ownership
exceeded two-thirds
(2/3) of the voting rights connected to Saunalahti shares.
On 11 November 2005,
Elisa made a decision to complete the tender offer, and
title to Saunalahti
shares was transferred to Elisa on 14 November 2005. Elisa
currently owns
approximately 97 per cent of Saunalahti shares and voting
rights.

The redemption consideration offered by Elisa for each Saunalahti
share is EUR
2.29 in cash. The redemption consideration exceeds the
volume-weighted average
price of Saunalahti shares over a 12-month period by
approximately 14 per cent.

The redemption consideration for each 2003 share
option is EUR 1.82 in cash. The
redemption consideration exceeds the
volume-weighted average price over the
period of time the options have been
quoted by approximately 15 per cent.

Elisa's redemption offer for Saunalahti
shares and share options commences on 12
December 2005 at 10.00 a.m. (Finnish
time) and expires on 13 January 2006 at 4.30
p.m. (Finnish time). Elisa
reserves the right to buy Saunalahti shares and share
options on the Helsinki
Stock Exchange during the redemption offer period at a
price which will not
exceed the redemption consideration. The terms and
conditions of the
redemption offer are attached in their entirety to this
release.

The
Finnish Financial Supervision Authority has today approved the Finnish
version
of the redemption offer document. The Finnish redemption offer document
will
be available as of 12 December 2005 at the latest at OMX Way, at the
address
Fabianinkatu 14, 00130 Helsinki, and electronically on the internet
at
www.elisa.fi/esite and www.mandatum.fi. Printed copies of the redemption
offer
document will be provided upon request at Elisa's head office at the
address
Kutomotie 18, 00380 Helsinki.

The objective of Elisa is to acquire
all the Saunalahti shares and share options
that are not in the ownership of
Elisa, Saunalahti or their subsidiaries.

Simultaneously with the redemption
offer, Elisa will initiate compulsory
acquisition proceedings for minority
shareholders in accordance with the Finnish
Companies Act to acquire all
Saunalahti shares. The intention of Elisa is for
Saunalahti to apply for the
delisting of its shares and share options from the
Main List of the Helsinki
Stock Exchange as soon as practicable after the
commencement of such
compulsory acquisition proceedings in accordance with the
Finnish Companies
Act.

ELISA CORPORATION

Vesa Sahivirta
Director, IR and Financial
Communication

Further information:

Pekka Ekstam
M&A Director, tel. +358
50 520 5252

DISTRIBUTION:

Helsinki Stock Exchange
Major
media

ATTACHMENT


TERMS AND CONDITIONS OF MANDATORY REDEMPTION
OFFER

Subject of Mandatory Redemption Offer

Shares

Elisa offers to
purchase all Saunalahti Shares on the terms and conditions set
forth in this
Mandatory Redemption Offer. However, this Redemption offer does not
apply to
any Shares held by Saunalahti or any of its subsidiaries, as defined
under the
Companies Act.

Options

Elisa offers to purchase all Saunalahti Options on
the terms and conditions set
forth in this Redemption Offer. However, this
Redemption Offer does not apply to
any Options held by Saunalahti or any of
its subsidiaries, as defined under the
Companies Act.

Option holders who
exercise their Options to acquire Shares of the Company prior
to the end of
the Redemption Offer Period  will have the right to accept this
Redemption
Offer during the Redemption Offer Period with respect to any such new
Shares
acquired through the exercise of Options once the new Shares are recorded
in
the holder's book-entry securities account.

According to Saunalahti, all
options issued under Saunalahti's I/2002 option
programme have been exercised
into Saunalahti shares, which is why this
Redemption Offer does not apply to
Options 2002A, 2002B and 2002C issued under
Saunalahti's option programme
I/2002. Further according to Saunalahti, all
options issued under Saunalahti's
I/2005 option programme are held by
Saunalahti's fully-owned subsidiary
Helsingin Netti Media Oy. This Redemption
Offer does not therefore apply to
any Options issued under Saunalahti's option
programme I/2005.

Redemption
Offer Price

Share Redemption Offer Price

The Share Redemption Offer Price
offered to Saunalahti shareholders is EUR 2.29,
payable in cash, for each (1)
Share with respect to which this Redemption Offer
has been properly accepted
in accordance with its terms and conditions.

Option Redemption Offer
Price

The Option Redemption Offer Price offered to Saunalahti option holders
is EUR
1.82, payable in cash, for each (1) Option with respect to which this
Redemption
Offer has been properly accepted in accordance with its terms and
conditions.

Redemption Offer Period

The Redemption Offer Period will
begin on 12 December 2005 at 9:30 AM (Finnish
time) and end on 13 January 2006
at 4 PM (Finnish time), during which time
Saunalahti shareholders and option
holders can elect to accept this Redemption
Offer. All acceptance forms
indicating the acceptance of this Redemption Offer
must be received prior to
the end of the Redemption Offer Period.

Acceptance of this Redemption
Offer

The implementation of this Redemption Offer and related Share and
Option
purchases and sales will be managed by Mandatum & Co Ltd ("Mandatum). 
Mandatum
may make use of Sampo Bank plc ("Sampo Bank"), Mandatum Securities,
and book-
entry account operators to provide services related to the
implementation of this
Redemption Offer.

Shares

All registered holders
of Saunalahti shares will receive notice of this
Redemption Offer and an
acceptance form with related instructions from their
account operator or asset
manager, provided that the shareholder has entered into
an agreement to that
effect with his or her account operator or asset manager.
Acceptance forms are
also available at the banking service locations of Sampo
Bank and the offices
of Mandatum Private Bank ("Mandatum Private Bank").
Saunalahti shareholders
who do not receive instructions or acceptance forms from
their account
operator (e.g. FCSD) can also pick up an acceptance form at the
retail banking
offices of Sampo Bank or the offices of Mandatum Private Bank.

Saunalahti
shareholders whose Shares are held in nominee accounts and who wish to
accept
this Redemption Offer will be expected to deliver their acceptance
in
accordance with related instructions provided by their nominee account
operator.
Elisa will not send acceptance forms or other Redemption Offer
documents to these
Saunalahti shareholders.

The acceptance of this
Redemption Offer in respect of pledged Shares will require
the consent of the
pledgee. The pledgee's consent must be delivered to the
account operator in
writing. Securing such consent will be the responsibility of
the Company
shareholder in question.

Saunalahti shareholders who wish to accept this
Redemption Offer will be required
to sign and return their acceptance form to
the account operator in charge of
their book-entry securities account or asset
manager in accordance with the
instructions provided or, if the account
operator or asset manager in question is
not accepting acceptance forms, to
the offices of Sampo Bank or Mandatum Private
Bank. Acceptance forms must be
delivered such that they are received no later
than 4 PM (Finnish time) on 13
January 2006, or as instructed by each
shareholder's account operator or asset
manager. Each Shareholder may freely
select the manner of delivery at his or
her own risk. Acceptance forms will be
considered delivered only when actually
received by the aforesaid account
operators, asset managers or banking
institutions.

By accepting this Redemption Offer Saunalahti shareholders
authorize Sampo Bank,
Mandatum Private Bank or the account operator or asset
manager in charge of the
shareholder's book-entry securities account to
undertake any and all measures
necessary to consummate this Redemption Offer
and to sell their Shares to Elisa
in accordance with the terms and conditions
of this Redemption Offer.

Shareholders may only accept this Redemption Offer
unconditionally and with
respect to all of their Shares recorded in the
book-entry securities account
indicated on their acceptance form. Elisa has
the right to reject any conditional
acceptances and partial acceptances that
cover only part of the shareholder's
Shares recorded in the book-entry
securities account indicated on the acceptance
form. Shareholders' acceptance
of this Redemption Offer will be irrevocable.

Shareholders who have properly
accepted this Redemption Offer will not be
permitted to sell or otherwise
assign any Shares with respect to which they have
accepted this Redemption
Offer.

Options

All registered holders of Saunalahti Options will receive
notice of this
Redemption Offer and an acceptance form with related
instructions from their
account operator or asset manager, provided that the
option holder has entered
into an agreement to that effect with his or her
account operator or asset
manager. Acceptance forms are also available at the
banking service locations of
Sampo Bank and the offices of Mandatum Private
Bank. Saunalahti option holders
who do not receive instructions or acceptance
forms from their account operator
(e.g. FCSD) can also pick up an acceptance
form at the retail banking offices of
Sampo Bank or the offices of Mandatum
Private Bank.

Saunalahti option holders whose Options are held in nominee
accounts and who wish
to accept this Redemption Offer will be expected to
provide their acceptance in
accordance with related instructions received from
their nominee account
operator. Elisa will not send acceptance forms or other
Redemption Offer
documents to these Saunalahti option holders.

The
acceptance of this Redemption Offer in respect of pledged Options will
require
the consent of the pledgee. The pledgee's consent must be delivered to
the
account operator in writing. Securing such consent will be the
responsibility
of the Company option holder in question.

Saunalahti option
holders who wish to accept this Redemption Offer will be
required to sign and
return their acceptance form to the account operator in
charge of their
book-entry securities account or asset manager in accordance with
the
instructions provided or, if the account operator or asset manager in
question
is not accepting acceptance forms, to the offices of Sampo Bank or
Mandatum
Private Bank. Acceptance forms must be delivered such that they are
received
no later than 4 PM (Finnish time) on 13 January 2006, or as instructed
by each
option holder's account operator or asset manager. Each option holder
may
freely select the manner of delivery at his or her own risk. Acceptance
forms
will be considered delivered only when actually received by the
aforesaid account
operators, asset managers or banking institutions.

By
accepting this Redemption Offer Saunalahti option holders authorize
Sampo
Bank, Mandatum Private Bank or the account operator or asset manager in
charge of
the option holder's book-entry securities account to undertake any
and all
measures necessary to consummate this Redemption Offer and to sell
their Options
to the Offeror in accordance with the terms and conditions of
this Redemption
Offer.

Option holders may only accept this Redemption Offer
unconditionally and with
respect to all of their Options recorded in the
book-entry securities account
indicated on their acceptance form. Elisa has
the right to reject any conditional
acceptances and partial acceptances that
cover only part of the option holder's
Options recorded in the book-entry
securities account indicated on the acceptance
form. Option holders'
acceptance of this Redemption Offer will be irrevocable.

Option holders who
have properly accepted this Redemption Offer will not be
permitted to sell or
otherwise assign any Options with respect to which they have
accepted this
Redemption Offer.

Notice of the Outcome of this Redemption Offer

The
outcome of this Redemption Offer will be announced in a stock exchange
release
on or about the second (2nd) banking day following the end of the
Redemption
Offer Period, i.e. tentatively on 17 January 2006.

Terms of Payment and
Clearing

Shares and Options with respect which this Redemption Offer has
been properly
accepted will be purchased, to the extent feasible, by the third
(3rd) banking
day following the receipt of a properly completed and signed
acceptance form. All
tendered Shares and applicable Options will be purchased
through the Helsinki
Stock Exchange, to the extent permitted under the rules
of the Helsinki Stock
Exchange.

Purchases will be cleared and the Share
Redemption Offer Price and Option
Redemption Offer Price will be paid on or
about the third (3rd ) banking day
following purchase. The Share Redemption
Offer Price and Option Redemption Offer
Price will be transferred to the bank
account linked to the selling shareholder's
or option holder's book-entry
securities account or, for shareholders whose
Shares are held in nominee
accounts, to a Finnish bank account indicated on the
acceptance form. If a
shareholder's or option holder's bank account is operated
by a different
financial institution than his or her book-entry securities
account, the Share
Redemption Offer Price or Option Redemption Offer Price will
be transferred to
such shareholder's or option holder's Finnish bank account in
accordance with
the customary banking practices of financial institutions within
approximately
two (2) banking days. Elisa reserves the right to suspend the
making of Share
Redemption Offer Price or Option Redemption Offer Price payments
if such
payments are prevented or interrupted by force majeure circumstances.
However,
Elisa will resume the making of payments as soon as the preventing
or
interrupting force majeure circumstances have been resolved.

Transfer of
Title

Legal title to all Shares and Options in respect of which this
Redemption Offer
has been properly accepted will transfer to Elisa upon
Elisa's payment of the
Share Redemption Offer Price or Option Redemption Offer
Price to the shareholder
or option holder accepting this Redemption Offer
Offer.

Asset Transfer Tax and Other Charges

Shareholders and option
holders will not be charged for any fees or other costs
related to any book
entries required for the acceptance of this Redemption Offer,
the sale of any
Shares and Options tendered, or the payment of the Share
Redemption Offer
Price or Option Redemption Offer Price. Account operators may
charge for other
services rendered in connection with this Redemption Offer as
agreed between
the shareholder or option holder and the account operator in
question.

The
Offeror will be responsible for any Finnish asset transfer taxes payable
upon
the acceptance of this Redemption Offer and/or on any transactions
effected
pursuant to this Redemption Offer. Saunalahti shareholders and option
holders
considering the acceptance of this Redemption Offer are encouraged to
consult
their respective tax advisors for more detailed information regarding
other tax
consequences related to the ownership and disposal of their Shares
and Options.

Other

All other matters related to this Redemption Offer
will be subject to the
discretion of Elisa. Any material matters pertaining to
this Redemption Offer
will be posted on Elisa's website at www.elisa.fi and
announced in stock exchange
releases to the extent required by the disclosure
provisions of the Securities
Market Act.  However, this Offer Document will
not be supplemented or updated to
reflect any financial information or stock
exchange releases issued by Saunalahti
subsequent to the date of this Offer
Document, and Elisa will not provide
separate notice of the issuance of such
financial information or stock exchange
releases unless required by applicable
law.

This Redemption Offer is not made, directly or indirectly, in any
jurisdiction
where the making of this Redemption Offer would be unlawful, and
this Offer
Document and related acceptance forms will not be distributed or
transmitted, and
must not be distributed or transmitted, by any means such as
mail, facsimile, e-
mail, or telephone, or in any other manner, to or from any
jurisdiction where
such distribution or transmission would be unlawful.

The
Shares of any shareholders who decline to accept this Redemption Offer
will,
in any event, be purchased pursuant to the minority shareholder buyout
provisions
of Chapter 14, Sections 19 through 21 of the Finnish Companies
Act.

Restrictions applying to the distribution of the Tender Offer
Document

The legislation of certain countries may set restrictions on the
distribution of
the Tender Offer Document and making of the Redemption Offer.
Elisa has not taken
steps anywhere else than in Finland to make the Redemption
Offer or the Tender
Offer Document public. Elisa and the Lead Manager require
that persons who have
gained possession of the Tender Offer Document obtain
the appropriate information
on the said restrictions and abide by them. The
Redemption Offer is not being
made in any jurisdiction where such an offer
request would violate the applicable
law of that jurisdiction, nor will the
Tender Offer Document and the related
acceptance forms be delivered or
forwarded, nor may they be delivered or
forwarded into any or from
jurisdiction where prohibited by applicable law. In
particular, the Tender
Offer is not being made directly or indirectly in the
United States, Canada,
Japan or Australia. The Tender Offer cannot be accepted in
such a jurisdiction
or from there. Neither this Tender Offer Document nor a
Tender Offer
acceptance form nor any related document may be delivered to the
United
States, Australia, Canada or Japan or to any other jurisdiction where it
would
violate the laws of that jurisdiction.