2007-09-13 10:15:00 CEST

2007-09-13 10:15:00 CEST


REGULATED INFORMATION

English Finnish
Salcomp Oyj - Company Announcement

NORDSTJERNAN'S PUBLIC TENDER OFFER FOR SALCOMP'S SHARES


Salcomp Plc    Stock Exchange Release 13 September 2007 at 11:15 Finnish time   

NORDSTJERNAN'S PUBLIC TENDER OFFER FOR SALCOMP'S SHARES                         

Salcomp Plc (Salcomp) has today received information from Nordstjernan AB       
(Nordstjernan) according to which the Finnish Financial Supervision Authority   
has on 12 September 2007 approved the tender offer document related to the      
mandatory public tender offer by Nordstjernan for all shares and option rights  
in Salcomp.                                                                     

According to information received from Nordstjernan the offer period will       
commence on 14 September 2007 and expire on 5 October 2007 unless the offer     
period is extended in accordance with the terms and conditions of the tender    
offer. Enclosed to this stock exchange release is Nordstjernan's press release  
dated 13 September 2007 that includes the terms and conditions of the tender    
offer.                                                                          

The Board of Directors of Salcomp will examine the tender offer document and    
will subsequently give its statement regarding the tender offer to the          
shareholders and holders of option rights of Salcomp. The Board of Directors of 
Salcomp will examine the tender offer and its terms and conditions as well as   
prepare the statement of the Board of Directors in a group comprising the       
independent Board members: Andreas Tallberg, Jorma Terentjeff and Kari          
Vuorialho.                                                                      

Salcomp Plc                                                                     

Markku Hangasjärvi                                                              
President and CEO                                                               

Further information:                                                            
Markku Hangasjärvi, President and CEO, tel. +358 040 7310 114                   
Antti Salminen, CFO, tel. +358 40 535 1216                                      

ENCLOSURE: Nordstjernan AB press release 13 September 2007                      

Distribution:                                                                   
Nordic Exchange, Helsinki                                                       
The main media                                                                  
www.salcomp.com                                                                 

PRESS RELEASE                                                                   
Stockholm, September 13, 2007                                                   

NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, IN WHOLE OR IN PART, INTO OR FROM   
ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW INCLUDING AUSTRALIA, THE    
HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA,      
JAPAN, SOUTH AFRICA, CANADA AND THE UNITED STATES.                              

Nordstjernan makes a mandatory public tender offer for all outstanding shares   
and options in Salcomp, the offer period will commence on 14 September 2007     

Nordstjernan AB has become on 12 September 2007 obligated, under the Finnish    
Securities Markets Act, Chapter 6, Section 10, to launch a mandatory tender     
offer for all the remaining shares and securities entitling to its shares issued
by Salcomp Plc (“Salcomp”).                                                     

Nordstjernan offers to acquire through a mandatory public tender offer in       
accordance with Chapter 6 of the Finnish Securities Market Act all of the issued
and outstanding shares and option rights in Salcomp Plc which are not owned by  
Salcomp or its subsidiaries. The offer period of the tender offer will commence 
on Friday 14 September 2007.                                                    

Salcomp has one stock option program commenced in the year 2007 with the option 
series of A, B and C. The B and C option rights have not yet been distributed   
and they are currently owned by Salcomp's subsidiary. The option rights are not 
subject to public trade and the share subscription period according to the terms
and conditions of the option rights has not yet commenced.                      

The share offer price for each share validly tendered is € 4.01 in cash and the 
offer price for each 2007A option right validly tendered is € 0.98. An offer    
price has not been determined for the option rights 2007B and 2007C as they are 
owned by Salcomp's subsidiary. As regards the terms of payment and settlement of
the shares and option rights, a reference is made to the attached terms and     
conditions.                                                                     

The share offer price is the highest price Nordstjernan has paid before the     
obligation to launch a mandatory bid was triggered. The volume-weighted average 
trading price during the three (3) month period preceding the arising of the    
mandatory tender offer duty on the Helsinki Stock Exchange (OMX Nordic Exchange 
Helsinki) was € 4.47, during the 12 months preceding the arising of the         
mandatory tender offer duty was € 3.36 and the closing price of the shares on 11
September 2007, the last trading day before the arising of the mandatory tender 
offer duty, was € 4.16.                                                         

The Finnish Financial Supervision Authority has on 12 September 2007 approved   
the tender offer document regarding the mandatory public tender offer for all   
the shares and option rights of Salcomp. The terms and conditions of the tender 
offer are attached in their entirety to this release.                           

The tender offer document will be available in Finnish language from 14         
September 2007 onwards at the Glitnir Pankki Oy's branches (the address of the  
Helsinki branch is Mikonkatu 1, 00100 Helsinki) and at OMX Way, Fabianinkatu 14,
00130 Helsinki and on the Internet at http://ostotarjous.fim.com from 13        
September 2007.                                                                 

The acceptance period for the mandatory public tender offer will commence on    
Friday 14 September 2007 at 10:00 am Finnish time and expire on Friday 5 October
2007 at 4:30 pm Finnish time unless the offer period is extended.               

Nordstjernan, Stureplan 3, SE-10375 Stockholm, Sweden, is the parent company of 
Nordstjernan group of companies. Nordstjernan is a family controlled investment 
company founded by Axel Johnson in 1890. Its largest shareholders are the Axel  
and Margaret Ax:son Johnson foundations.                                        

NORDSTJERNAN AB                                                                 

Tomas Billing                                                                   
President                                                                       
Nordstjernan AB                                                                 

Please refer questions to:                                                      
Tomas Billing, President of Nordstjernan, +46 8 788 50 00                       

Distribution:                                                                   

Salcomp Plc                                                                     
Finnish Financial Supervision Authority                                         
OMX Nordic Exchange Helsinki                                                    
Key media                                                                       

ANNEX                                                                           

THE TERMS AND CONDITIONS OF THE MANDATORY TENDER OFFER                          

(The following is an unofficial translation of the terms and conditions from the
Finnish language. Should there exist any difference between the Finnish and     
English language versions, the Finnish language version shall prevail.          
Capitalised terms have the meanings set forth in the tender offer document.)    

Object of the Tender Offer                                                      

Through the Tender Offer, the Offeror offers to acquire all of the issued and   
outstanding Shares and Option Rights, which are not owned by the Company or its 
subsidiaries. The B and C Option Rights pursuant to the Option Program 2007 have
not yet been distributed and they are currently owned by the Company's          
subsidiary.                                                                     

Offer Price                                                                     

The Share Offer Price for each Share validly tendered and not properly withdrawn
in accordance with the terms and conditions of the Tender Offer is € 4.01 in    
cash.                                                                           

The Option Offer Price for each 2007A Option Right validly tendered and not     
properly withdrawn in accordance with the terms and conditions of the Tender    
Offer is as € 0.98. An offer price has not been determined for the Option Rights
2007B and 2007C as they are owned by the Company's subsidiary.                  

In case the Shareholders' meeting of Salcomp decides do pay dividend after the  
Offer Period has commenced and the record date of the dividend is before the    
Settlement Date, the Offer Price shall be reduced by the amount of dividend per 
share for each such dividend payment.                                           

Offer Period                                                                    

The Offer Period commences on 14 September 2007 at 10:00 am Finnish time and    
expires on 5 October 2007 at 16:30 pm Finnish time, unless the Offer Period is  
extended or the extended Offer Period discontinued as set forth later.          

The Offeror reserves the right to extend the Offer Period. The maximum duration 
of the Offer Period is 10 weeks, unless the applicable law allows a possibility 
for an extension. The Offeror will inform of the possible extension of the Offer
Period at the latest on the last day of the Offer Period, i.e. 5 October 2007.  
Please see the section “Withdrawal of acceptance of the Tender Offer” for the   
shareholder's or option holder's right to withdraw the acceptance of the Tender 
Offer in case the Offer Period has been extended.                               

Acceptance Procedure of the Tender Offer                                        

Glitnir-FIM acts as the manager of the Tender Offer and manages, on behalf of   
the Offeror, the sale and purchase of the Shares and Option rights validly      
tendered and not properly withdrawn in accordance with the terms and conditions 
of the Tender Offer.                                                            

Shares                                                                          

Book-entry account operators and asset managers will send a notification of the 
Tender Offer, including instructions and the relevant acceptance form to their  
customers (being shareholders in Salcomp) outside Australia, the Hong Kong      
Special Administrative Region of People's Republic of China, Japan, South       
Africa, Canada and the United States in case that this is agreed between the    
shareholder and his/her book-entry account operator or asset manager or         
otherwise. Should a shareholder in Salcomp not receive instructions and relevant
acceptance form from his/her book-entry account operator or asset manager (for  
example Finnish Central Securities Depository), the shareholder may obtain an   
acceptance form also from Glitnir's offices or from Glitnir-FIM Customer Service
by phone, +358 9 6134 6250. Acceptance form is also available on the website of 
Glitnir-FIM, http://ostotarjous.fim.com. Salcomp shareholders should primarily  
contact with their own book-entry account operator or asset manager regarding   
the tender instructions and acceptance form. Offices of Glitnir-FIM are located 
eg. in Tampere, address Hämeenkatu 13 B, 33100 Tampere and in Helsinki, address 
Mikonkatu 1 (Kämp Gallery), 00100 Helsinki. Contact information concerning other
Glitnir-FIM offices can be found on Glitnir-FIM's website, in “FIM Info”.       

A Salcomp shareholder who wants to accept the Tender Offer shall submit an      
appropriately completed acceptance form to his/her book-entry account operator  
or asset manager in accordance with their instructions. In case the own         
book-entry account operator or asset manager of shareholder in Salcomp (for     
example Finnish Central Securities Depository) will not take the acceptance     
forms, the shareholder may, alternatively, return the form by mail to the       
following address: Glitnir Bank Oy, back office, Pohjoisesplanadi 33 A, FI-00100
Helsinki. The Offeror reserves the right to reject any incorrectly, partially or
deficiently completed acceptance forms or those received in envelopes stamped in
Australia, the Hong Kong Special Administrative Region of People's Republic of  
China, Japan, South Africa, Canada or the United States, or those that the      
Offeror will otherwise assume to have been sent from Australia, the Hong Kong   
Special Administrative Region of People's Republic of China, Japan, South       
Africa, Canada or the United States.                                            

Delivery of acceptance forms and other required documents is in responsibility  
and at the risk of the shareholder in Salcomp, and these documents are assumed  
to be returned only when they have been received by the applicable book-entry   
account operator, asset manager or Glitnir-FIM. Sufficient time should be       
reserved for the delivery of the documents, and the instructions given by the   
respective book-entry account operator or asset manager of each shareholder     
should be followed.                                                             

The acceptance form and other required documents shall be delivered by 4.30 p.m.
(Finnish time) on the last day of the Offer Period or the extended Offer Period.
The book-entry account operators or asset managers may ask shareholder in       
Salcomp to return the acceptance form by an earlier time and date.              

A Salcomp shareholder, whose Shares are registered in the name of a nominee (or 
other custodial institution) and who wants to accept the Tender Offer, shall    
give his/her acceptance according to the instructions given by his/her nominee. 
The Offeror shall not send the acceptance forms or other documents related to   
the Tender Offer to these shareholders in Salcomp.                              

Each acceptance is deemed to be validly submitted only until all relevant       
documents concerning the acceptance of the Tender Offer have been delivered to  
book-entry account operator or Glitnir-FIM by the end of the Offer Period.      

A shareholder who has pledged his/her Shares may only accept the Tender Offer   
with the consent of the pledgee. The pledgee's consent shall be furnished to the
book-entry account operator in writing.                                         

The Tender Offer cannot be accepted on the Internet of through the customer     
service of Glitnir-FIM.                                                         

A Salcomp shareholder, who have accepted the Tender Offer shall not transfer or 
otherwise dispose the Shares on which the Tender Offer have already been        
accepted.  A transfer restriction or a sales reservation concerning the Shares  
on which the Tender Offer have been accepted shall be subscribed or marked on   
the relevant book-entry account after a book-entry account operator, asset      
manager or Glitnir-FIM have received the acceptance of the Tender Offer by a    
Salcomp shareholder. During the Tender Offer the transfer restriction or sales  
reservation can be withdrawn only with a permission of the Offeror.             

Acceptance of the Tender Offer is binding and irrevocable. However, the         
acceptance of the Tender Offer may be withdrawn during any extended Offer Period
before the end of the extended Offer Period (see later “Withdrawal of acceptance
of the Tender Offer”). Acceptance of the Tender Offer has to be given with      
respect to a specified book-entry account, and it encompasses all the Shares on 
the book-entry account of the Salcomp shareholder mentioned on the acceptance   
form at the time of the registration of the transfer restriction or sales       
reservation with respect to the Shares in connection with the acceptance.       
However, the Offeror has a right to decide to validly receive and accept also an
improperly or partially given acceptance of the Tender Offer. If a Salcomp      
shareholder acquires additional Shares after the registration of a transfer     
restriction or sales reservation and wishes to accept the Tender Offer regarding
such Shares, the shareholder shall accept the Tender Offer regarding these      
Shares separately and deliver the acceptance form to his/her book-entry account 
operator, asset manager or Glitnir-FIM. A shareholder, who has accepted the     
Tender Offer pursuant the terms and conditions of the Tender Offer, and who has 
not withdrawn his/her acceptance, may not sell or otherwise dispose of the      
Shares, with respect to which the Tender Offer has been accepted. By returning  
the acceptance form, a Salcomp shareholder authorizes Glitnir-FIM, the          
shareholder's asset manager or book-entry account operator managing the         
shareholder's book-entry account information to register a transfer restriction 
or sales reservation in respect of the Shares on his/her book-entry account as  
well as other necessary entries and undertake other technical actions necessary 
in order to sell the Shares to the Offeror and account the Offer Price pursuant 
to these terms and conditions. The sale and purchase of the Shares in connection
with the Tender Offer will be effected in accordance with section “Terms of     
Payment and Settlement of Shares” below.                                        

Shares that have not been transferred into the book-entry system                

In order to tender the Shares that have not been transferred to the book-entry  
system, the relevant shareholder shall, prior to tendering such Shares, transfer
them to the book-entry system through the shareholder's own account operator or 
asset manager. The shareholder of such Shares must in this context convey the   
share certificates evidencing such Shares and present evidence of title to such 
Shares.                                                                         

Option rights                                                                   

Pursuant to the terms and conditions of the Option Program, the Option Rights   
are prior to the subscription period transferable only on the consent of the    
Board of Directors of the Company.                                              

According to the information received by the Offeror and the manager of the     
Tender Offer the Option Rights have not been transferred to the book-entry      
system. Due to this fact Glitnir-FIM and Salcomp have agreed that Glitnir-FIM   
mails, via the Company and by assistance of the Company, to the option holders  
outside Australia, the Hong Kong Special Administrative Region of People's      
Republic of China, Japan, South Africa, Canada and the United States information
on the Tender Offer, instructions to tender as well as an acceptance forms.     
Should a Salcomp option holder not receive these instructions and the acceptance
form via the Company, the option holder may obtain an acceptance form also from 
Glitnir's offices or from Glitnir-FIM Customer Service by phone, +358 9 6134    
6250. Acceptance form is also available on the website of Glitnir-FIM,          
http://ostotarjous.fim.com.                                                     

A Salcomp option holder who wishes to accept the Tender Offer shall submit an   
appropriately completed acceptance form by mail to the following address:       
Glitnir Bank Oy, back office, Pohjoisesplanadi 33 A, FI-00100 Helsinki. The     
Offeror reserves the right to reject any incorrectly, partially or deficiently  
completed acceptance forms or those received in envelopes stamped in Australia, 
the Hong Kong Special Administrative Region of People's Republic of China,      
Japan, South Africa, Canada or the United States, or those that the Offeror will
otherwise assume to have been sent from Australia, the Hong Kong Special        
Administrative Region of People's Republic of China, Japan, South Africa, Canada
or the United States.                                                           

Delivery of acceptance forms and other required documents is in responsibility  
and at the risk of the option holder of Salcomp, and these documents are assumed
to be delivered only when they have been received by Glitnir-FIM. Sufficient    
time should be reserved for the delivery of the documents and the instructions  
given by Glitnir-FIM should be followed.                                        

The acceptance form and other required documents shall be delivered by 4.30 p.m.
(Finnish time) on the last day of the Offer Period or the extended Offer Period.

The acceptance of the Tender Offer is deemed validly submitted only until all   
required documents concerning the acceptance of the Tender Offer have been      
delivered to Glitnir-FIM by the end of the Offer Period.                        

Acceptance procedure of the Option Rights is otherwise taking place according to
the terms and conditions said in respect of Shares above, as applicable.        

Withdrawal of acceptance of the Tender Offer                                    

Acceptance of the Tender Offer is binding and irrevocable unless otherwise      
regulated according to applicable legislation. However, the acceptance of the   
Tender Offer may be withdrawn during any extended Offer Period before the end of
the extended Offer Period. In case the Offer Period has been extended, a valid  
acceptance of the Tender Offer in accordance with the terms and conditions of   
the Tender Offer may be withdrawn any time during the extended Offer Period,    
i.e. after the expiry of the original Offer Period (on October 5, 2007) but     
prior to the expiry of the extended Offer Period.                               

Should the Offeror supplement the Tender Offer Document, a party who has        
accepted the Tender Offer may be entitled to withdraw his/her acceptance. The   
Finnish Financial Supervision Authority shall consider the need of right of     
withdrawal separately in connection with each supplement.                       

The proper withdrawal of an acceptance of the Tender Offer requires that a      
written notice of withdrawal is submitted to the same book-entry account        
operator or asset manager to which the original acceptance form was delivered.  
In case of holdings that are registered in the name of a nominee, the           
shareholder shall instruct the nominee to submit the notice of withdrawal. In   
connection with withdrawing an acceptance the instructions given by the relevant
book-entry account operator, asset manager or nominee are to be complied with.  

Each book-entry account operator, asset manager or nominee is entitled to charge
a fee for withdrawals in accordance with its pricelist.                         

If a Salcomp shareholder properly withdraws the acceptance of the Tender Offer, 
the transfer restriction or the sales reservation in respect of the Shares will 
be removed from the book-entry account of the Salcomp shareholder on or about   
the third (3rd) banking day following delivery of the withdrawal of the         
acceptance of the Tender Offer to the book-entry account operator, asset manager
or nominee.                                                                     

Withdrawn Shares may be re-tendered by following the acceptance procedures      
described in section ”Acceptance Procedure of the Tender Offer” any time prior  
the expiry of the extended Offer Period.                                        

Announcement of the Result of the Tender Offer                                  

The Offeror will announce the preliminary result of the Tender Offer on or about
the first (1st) Finnish banking day following the expiry of the Offer Period or,
if applicable, the extended Offer Period, and will announce the final result on 
or about the third (3rd) Finnish banking day following the expiry of the Offer  
Period or, if applicable, the extended Offer Period. The announcement of the    
final result will confirm the percentage of the Shares and Option Rights in     
proportion to all shares of the Company that have been validly tendered and not 
properly withdrawn.                                                             

Terms of Payment and Settlement of Shares                                       

The sale and purchase of the Shares validly tendered and not properly withdrawn 
in accordance with the terms and conditions of the Tender Offer will be executed
on the closing date, which shall be no later than third (3) Finnish banking days
following the expiry of the Offer Period, or if the Offer Period has been       
extended, the expiry of the extended Offer Period. The sale and purchase of the 
Shares will take place on the Helsinki Stock Exchange to the extent possible.   
The Offeror will pay the Finnish transfer tax, if any, payable on the sale and  
purchase of the Shares.                                                         

Settlement will be effected on or about the third (3rd) Finnish banking day     
following the aforementioned closing date (the “Settlement Date”). The payment  
of the Share Offer Price will be deposited on the Settlement Date into the bank 
account connected to the shareholder's book-entry account or, in the case of    
shareholders whose holdings are registered in the name of a nominee, into the   
bank account specified in the acceptance form. If the bank account of a         
tendering shareholder is with a different banking institution than such holder's
book-entry account, the Share Offer Price will be paid, in accordance with the  
schedule of money transactions between banking institutions, to the             
shareholder's bank account so that it is on the shareholder's bank account      
approximately two (2) Finnish banking days following the Settlement Date, at the
latest.                                                                         

The Offeror reserves the right to postpone the payment of the Share Offer Price 
if payment is prevented or suspended due to a force majeure event, but shall    
effect such payment once the force majeure event preventing or suspending       
payment is resolved or ceased to exist.                                         

Terms of Payment and Settlement of Option Rights                                

The sale and purchase of the Option Rights validly tendered and not properly    
withdrawn in accordance with the terms and conditions of the Tender Offer will  
be executed approximately no later than six (6) Finnish banking days following  
the expiry of the Offer Period.                                                 

Settlement will be effected on the same day as the sale and purchase of the     
Option Rights validly tendered and not properly withdrawn, i.e. no later than   
six (6) Finnish banking days following the expiry of the Offer Period (“Option  
Right Settlement Date”).                                                        

The payment of the Option Right Offer Price will be deposited on the Option     
Right Settlement Date into the bank account specified in the acceptance form. If
the bank account of a tendering Option Right holder is with a different banking 
institution than such holder's book-entry account, the Option Right Offer Price 
will be paid, in accordance with the schedule of money transactions between     
banking institutions, to the Option Right holder's bank account so that it is on
the Option Right holder's bank account approximately two (2) Finnish banking    
days following the Option Right Settlement Date, at the latest.                 

The Offeror reserves the right to postpone the payment of the Option Right Offer
Price if payment is prevented or suspended due to a force majeure event, but    
shall effect such payment once the force majeure event preventing or suspending 
payment is resolved or ceased to exist.                                         

Transfer of Ownership                                                           

Title to the Shares and Option Rights validly tendered and not properly         
withdrawn in the Tender Offer will pass to the Offeror on the Settlement Date   
against the payment of the Share Offer Price or Option Right Offer Price.       

Transfer tax and other payments                                                 

The Offeror will pay the Finnish transfer tax, if any, payable on the sale and  
purchase of the Shares. The Company shareholders considering accepting this     
Tender Offer are encouraged to consult tax advisors for more detailed           
information on other possible tax implications related to the ownership and     
disposal of the Shares and Options.                                             

Possible fees charged by book-entry account operators, in accordance with their 
agreement with the shareholder or Option Right holder, relating to the possible 
transfers to the book-entry system of the Shares that have not been transferred 
to the book-entry system, as well as fees charged by book-entry account         
operators, asset managers, nominees or any other person for registering the     
release of pledges or other possible restrictions preventing a sale of the      
relevant Shares, will be borne by each shareholder. Respectively, possible fees 
relating to the release of the restrictions preventing a sale of the relevant   
Option Right will be borne by the holders of the Option Rights.                 

The Offeror shall be responsible for other customary fees relating to book-entry
registrations required for the purposes of the Tender Offer, the sale and       
purchase of the Shares and Option Rights tendered under the Tender Offer or the 
payment of the Share Offer Price or the Option Right Offer Price                

Restrictions to make the Tender Offer                                           

The Tender Offer is not being made directly or indirectly in any jurisdiction   
where prohibited by applicable law and the Tender Offer Document and related    
acceptance forms are not and may not be distributed, forwarded or transmitted   
into or from any jurisdiction where prohibited by applicable law by any means   
whatsoever including, without limitation, mail, facsimile transmission, e-mail  
or telephone. The Tender Offer cannot be accepted by any such use, means or     
instrumentality or from within Australia, the Hong Kong Special Administrative  
Region of the People's Republic of China, Japan, South Africa, Canada or the    
United States.                                                                  

Other issues                                                                    

The Offeror reserves the right to amend the terms and conditions of the Tender  
Offer in accordance with Chapter 6, Section 7 of the Securities Market Act.     

The Offeror shall have sole discretion to determine all other issues relating to
the Tender Offer, subject to the requirements of applicable law.                

Under the Securities Markets Act, Chapter 6, Section 13, if the Offeror or any  
party referred to in Chapter 6, Section 10, Subsection 2 acquires, before the   
expiry of the Offer Period, Shares or Option Rights at a higher price than the  
Share Offer Price or the Option Offer Price or otherwise on terms that are more 
favorable than those of the Tender Offer, the Offeror must amend the terms and  
conditions of the Tender Offer to correspond to this acquisition on more        
favorable terms (obligation to increase the offer).                             

In addition, if the Offeror or any party referred to in Chapter 6, Section 10,  
Subsection 2 acquires, during the nine (9) months following the expiry of the   
Offer Period, Shares or Option Rights at a higher price than the Share Offer    
Price or the Option Offer Price or otherwise on terms that are more favorable   
than those of the Tender Offer, the Offeror must compensate those holders of    
securities who have accepted the Tender Offer for the amount equal to the       
difference between the acquisition on more favorable terms and the consideration
offered in the Tender Offer (obligation to compensate).