2007-06-29 08:03:16 CEST

2007-06-29 08:03:16 CEST


Anglų
Aldata Solution Oyj - Tender offer

SAUNA ACQUISITION LLC TO COMMENCE PUBLIC TENDER OFFER FOR ALL SHARES AND WARRANTS IN ALDATA SOLUTION OYJ



Aldata Solution Oyj
STOCK EXCHANGE RELEASE
June 29, 2007, 09.00 (EET)


Aldata Solution Oyj has today received the following release:"Sauna Acquisition  LLC  announces that  it  will launch  its  public
tender offer through its wholly owned subsidiary Sauna Tenderco 1 SAS
for all issued and outstanding shares and warrants in Aldata Solution
Oyj on 29 June 2007.

The price offered for each share  validly tendered for in the  tender
offer is EUR 1.82 in cash. The share offer price represents a premium
of approximately 19  per cent compared  to the closing  price of  the
share on the Helsinki Stock Exchange on 23 May 2007, the last trading
day before the announcement of the tender offer, and approximately 13
per cent compared to the volume-weighted average trading price during
the 3-month period preceding the announcement of the tender offer  as
well as  approximately 7  per cent  compared to  the  volume-weighted
average trading  price  during  the  12-month  period  preceding  the
announcement of the tender offer on 24 May 2007.

The price in cash, offered  for each validly tendered warrants,  will
be as follows:

EUR 0.01 for each III 2001 series B warrant;
EUR 0.01 for each IV 2001 series A warrant;
EUR 0.01 for each IV 2001 series B warrant;
EUR 0.79 for each V 2003 series B warrant;
EUR 0.01 for each V 2003 series C warrant;
EUR 0.14 for each V 2003 series D warrant;
EUR 0.01 for each VI 2006 series A warrant;
EUR 0.01 for each VI 2006 series B warrant;
EUR 0.01 for each VI 2006 series C warrant.

The acceptance period for the tender offer will commence 29 June 2007
at 9:30 am. (Finnish time) and will  expire 27 July 2007 at 16:30  pm
(Finnish time), unless the offer  period is extended or suspended  in
accordance with  the terms  and  conditions of  the tender  offer.  A
shareholder or a warrant holder may  at any time prior to the  expiry
of the  offer period  or, if  applicable, the  extended offer  period
withdraw the shares or warrants tendered for.

The obligation  of Sauna  Acquisition LLC  to accept  the shares  and
warrants validly tendered for and to complete the tender offer  shall
be subject  to  the satisfaction  or,  waiver of  the  conditions  to
completion as set  forth in the  terms and conditions  of the  tender
offer. In accordance with and subject to the terms and conditions  of
the tender  offer,  Sauna  Acquisition  LLC  reserves  the  right  to
complete the tender offer  even if the  conditions to completions  of
the tender offer are not satisfied.

Sauna Acquisitions LLC  will announce the  preliminary result of  the
tender offer on or about the first Finnish banking day following  the
expiry of  the  offer period,  or,  if applicable,  the  extended  or
suspended offer  period. Sauna  Acquisitions  LLC will  announce  the
final result  of the  tender  offer on  or  about the  third  Finnish
banking day  following  the  expiry  of  the  offer  period,  or,  if
applicable, the extended or suspended offer period. The  announcement
of the final result  will also confirm the  percentage of shares  and
warrants that  have  been  validly  tendered  for  and  not  properly
withdrawn and whether the tender offer will be completed.

Most  of  the  Finnish  book-entry  account  operators  will  send  a
notification of  the tender  offer,  including instructions  and  the
relevant acceptance form  to their  customers who  are registered  as
shareholders in the  shareholders' register of  Aldata Solution  Oyj.
Shareholders  who  do  not  receive  such  notification  from   their
book-entry account operator or asset  manager can contact any  branch
office of cooperative banks belonging to OP Group and of Helsingin OP
Pankki Oyj

The Finnish  Financial  Supervision Authority  has  on 28  June  2007
approved the tender offer document relating to the tender offer.  The
tender offer document will be available in Finnish from 29 June  2007
onwards at  above  mentioned  banks  belonging to  OP  Group  and  of
Helsingin OP  Pankki Oyj  and at  OMX Way  -office, Fabianinkatu  14,
FI-00130 Helsinki, Finland,  and on the  internet at  www.op.fi/esite
and  www.aldata-solution.com.  The  tender  offer  document  will  be
available in English  at OKO Corporate  Finance Ltd.,  Teollisuuskatu
1b, FI-00510 Helsinki, Finland.

The detailed  terms and  conditions  of the  Tender Offer  have  been
enclosed in their entirety as an annex to this press release.


SAUNA ACQUISITION LLC
Board of Directors


3. TERMS AND CONDITIONS OF THE TENDER OFFER

The following  sets forth  the  terms and  conditions of  the  Tender
Offer. Capitalized terms appearing in  these terms and conditions  of
the Tender Offer  not defined in  this Chapter 3.  have the  meanings
ascribed to such terms in the preceding sections of this Tender Offer
Document.

3.1 Object of the Tender Offer

Through the Tender Offer,  the Offeror offers to  acquire all of  the
issued and  outstanding Shares  and Warrants  in the  Company on  the
terms and conditions set forth below.

In the  event  that, prior  to  the expiry  of  the Offer  Period,  a
Warrantholder subscribes for new shares in the Company in  accordance
with the terms  and conditions of  such Warrants, such  Warrantholder
may, during the Offer Period, tender the new shares so subscribed for
by virtue of such Warrants in  the Tender Offer after the new  shares
in the Company  have been registered  on the subscriber's  book-entry
account.

3.2 Offer Price

The Share  Offer  Price  for  each  Share  validly  tendered  for  in
accordance with the terms and conditions  of the Tender Offer is  EUR
1.82 in cash.

The Warrant  Offer Price  for each  Warrant validly  tendered for  in
accordance with the terms and conditions of the Tender Offer in  cash
is as follows:

EUR 0.01 for each III 2001 B Warrant;
EUR 0.01 for each IV 2001 A Warrant;
EUR 0.01 for each IV 2001 B Warrant;
EUR 0.79 for each V 2003 B Warrant;
EUR 0.01 for each V 2003 C Warrant;
EUR 0.14 for each V 2003 D Warrant;
EUR 0.01 for each VI 2006 A Warrant;
EUR 0.01 for each VI 2006 B Warrant; and
EUR 0.01 for each VI 2006 C Warrant.

3.3 Offer Period

The Offer Period  commences after  the FSA has  approved this  Tender
Offer Document, preliminarily  on 29  June 2007 at  9:30 am  (Finnish
time) and expires on 27 July  2007 at 4:30 pm (Finnish time),  unless
the Offer Period is extended or suspended as set forth below.

Until all the Conditions to  Completion (as defined below) have  been
satisfied or waived in  accordance with the  terms and conditions  of
the Tender  Offer, the  Offeror may  extend the  Offer Period  for  a
period of time to  be determined later. The  maximum duration of  the
Offer Period (including any extended period) is 10 weeks. However, if
the Conditions  to  Completion  have  not been  satisfied  due  to  a
particular obstacle, the  Offeror may according  to the FSA  Standard
5.2.c (dno 8/120/2004) extend the Offer Period beyond 10 weeks  until
such obstacle is removed and the Offeror has had a reasonable time to
respond to the situation. In such a  case, the date of the expiry  of
the extended Offer Period  will be published at  least two (2)  weeks
before such expiry. The Offeror will inform of the possible extension
of the Offer Period by a release  at the latest on 27 July 2007.  The
Offeror will inform of a possible extension of an already extended or
suspended Offer Period at the latest on the first Finnish banking day
following the expiry of the Offer Period. If the Offeror extends  the
Offer Period, the  Offer Period will  expire on the  date and at  the
time to  which  the  Offeror  extends the  Offer  Period  unless  the
extended Offer Period is extended or suspended as set forth below.

The Offeror may suspend the Offer Period or the extended Offer Period
should all the Conditions to Completion be satisfied or waived by the
Offeror before the expiry of the  Offer Period or the extended  Offer
Period and  may execute  the  sale and  purchase  of the  Shares  and
Warrants validly tendered for and  not properly withdrawn. The  Offer
Period will, however, last for a  minimum of three (3) weeks.  Should
the Offeror suspend the  Offer Period or  the extended Offer  Period,
the Offeror will  announce its decision  thereon without undue  delay
after such decision has been  made and in any  case at least two  (2)
weeks before the date on which the Offer Period or the extended Offer
Period will expire as a result of such decision to suspend the  Offer
Period or  the extended  Offer Period.  If the  Offeror suspends  the
Offer Period or the  extended Offer Period, the  Offer Period or  the
extended Offer Period  will expire on  such earlier date  and at  the
time indicated in such announcement made by the Offeror.

3.4 Conditions to Completion of the Tender Offer

The obligation  of the  Offeror  to accept  the Shares  and  Warrants
validly tendered  for  and to  complete  the Tender  Offer  shall  be
subject to the fulfillment or, to the extent permitted by  applicable
law, waiver by the Offeror  of the following conditions  ("Conditions
to Completion") on or prior to the date of execution of the sale  and
purchase of Shares  and Warrants  pursuant to the  Tender Offer  (the"Closing Date"):

1)    the valid  tender of Shares representing more than  nine-tenths
(9/10) of the Shares and nine tenths (9/10) of Aldata's voting  power
(to include Shares Owned by Symphony);

2)    the receipt  of all necessary competition, antitrust and  other
permits  and  approvals  by  the  authorities  on  terms   reasonably
acceptable to the Offeror;

3)     no  event, circumstance or  change having  occurred after  the
signing date of  the Combination Agreement  that, individually or  in
the  aggregate  with  other  such  adverse  events,  circumstance  or
changes, results in a Material Adverse Change (as defined below);

4)     the Offeror  not, after  the signing date  of the  Combination
Agreement, having received information  previously undisclosed to  it
that, individually  or  in  the aggregate  with  other  such  adverse
information, has resulted  in a Material  Adverse Change (as  defined
below);

5)     no  court or  regulatory authority  of competent  jurisdiction
having given any  order or issued  any regulatory action  preventing,
postponing or materially challenging  the consummation of the  Tender
Offer;

6)    the Board of Directors of Aldata not effecting a change in  its
recommendation (for the purpose  of this Section, the  recommendation
by the Board refers to both the Initial Recommendation and the  Board
Recommendation, both as  defined in  Section 2.1  of the  Combination
Agreement (see Annex A)) regarding the Tender Offer; and

7)     the Combination  Agreement between the  Parent and Aldata  not
having been terminated and remaining in force."Material Adverse Change" means  any change or development  affecting
Aldata that  is, or  would  be reasonably  likely to  be,  materially
adverse to the business (as currently conducted or currently proposed
by Aldata  to  be  conducted),  financial  condition  or  results  of
operations of Aldata  (on a consolidated  basis); provided,  however,
that neither (i) a change in  the general economic conditions or  the
general market conditions  or the  stock-market in  general (and  not
having  a  materially  disproportionate  effect  (relative  to  other
industry participants) on Aldata (on a consolidated basis)) nor  (ii)
changes caused by the  announcement of the transactions  contemplated
under the Combination Agreement shall  be deemed to represent such  a
change as described above.

The Offeror reserves  the right  to unilaterally  (subject to  below)
waive, in its discretion, to the extent permitted by applicable laws,
any of the  Conditions to  Completion that have  not been  satisfied.
Furthermore, the waiving by the Offeror of Condition to Completion  1
set out above is subject to  the Offeror receiving approval to  waive
such a Condition  to Completion from  both Symphony Technology  II-A,
L.P. and Clearlake Capital Group, LP.

The waiver and/or satisfaction of the Conditions to Completion of the
Tender Offer will be disclosed by the publication of a release.

3.5 Obligation to Increase the Offer Price or to Pay Compensation

The Offeror reserves the right to acquire Shares in public trading on
the Helsinki Stock Exchange during the Offer Period.

If the Offeror  or any party  referred to in  Chapter 6, Section  10,
Subsection 2 of  the Finnish Securities  Market Act acquires,  before
the expiry of the Offer Period, Shares or Warrants at a price  higher
than the Share Offer Price or the Warrant Offer Price or otherwise on
terms that are  more favorable than  those of the  Tender Offer,  the
Offeror must  according  to Chapter  6,  Section 13  of  the  Finnish
Securities Market Act amend  the terms and  conditions of the  Tender
Offer to  correspond  to  the more  favorable  terms  (obligation  to
increase the  offer). The  Offeror shall  then, without  delay,  make
public the triggering  of the  obligation to increase  the Offer  and
pay, in  connection with  the  completion of  the Tender  Offer,  the
difference between the  acquisition on more  favorable terms and  the
consideration offered in  the Tender  Offer to  the Shareholders  and
Warrantholders who have accepted the Tender Offer.

If the Offeror  or any party  referred to in  Chapter 6, Section  10,
Subsection 2 of  the Finnish Securities  Market Act acquires,  during
the nine (9) month period following  the expiry of the Offer  Period,
Shares or Warrants in Aldata at  a price higher than the Share  Offer
Price or the Warrant Offer Price or otherwise on terms that are  more
favorable than those of the Tender Offer, the Offeror must  according
to Chapter  6,  Section  13  of the  Finnish  Securities  Market  Act
compensate those Shareholders  and Warrantholders  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). The Offeror shall  then,
without delay,  make  public  the triggering  of  the  obligation  to
compensate and pay  the difference  between the  acquisition on  more
favorable terms and  the consideration  offered in  the Tender  Offer
within one month after the triggering of the obligation to compensate
to the Shareholders and Warrantholders  who have accepted the  Tender
Offer.

According to  Chapter 6,  Section  13, Subsection  5 of  the  Finnish
Securities Market Act, the  obligation to compensate shall,  however,
not be triggered in case the payment of a price higher than the Share
Offer Price or the Warrant Offer Price is based on an arbitral  award
pursuant to the Finnish Companies  Act, provided that the Offeror  or
any party referred to in Chapter  6, Section 10, Subsection 2 of  the
Finnish Securities Market Act  has not offered  to acquire Shares  or
Warrants on terms that  are more favorable than  those of the  Tender
Offer prior to, or pending, the arbitral proceedings.

3.6 Acceptance Procedure of the Tender Offer

Shares

Most  of  the  Finnish  book-entry  account  operators  will  send  a
notification of  the Tender  Offer,  including instructions  and  the
relevant acceptance form  to their  customers who  are registered  as
Shareholders  in   the  shareholders'   register  of   the   Company.
Shareholders  who  do  not  receive  such  notification  from   their
book-entry account operator or asset  manager can contact any  branch
office of cooperative banks belonging to OP Group and of Helsingin OP
Pankki  Oyj  where  such  Shareholders  will  receive  all  necessary
information and can give their acceptance.

A Shareholder in the Company whose shareholding is registered in  the
name of a  nominee and who  wishes to accept  the Tender Offer  shall
effect such acceptance  in accordance with  the respective  nominee's
instructions.

Shares that are pledged may only be tendered for with the consent  of
the relevant  pledgee. The  obtaining of  such consent  shall be  the
responsibility of the relevant Shareholder in the Company.

A Shareholder in the  Company who is registered  as a shareholder  in
the shareholders' register of  the Company and  who wishes to  accept
the Tender Offer shall submit a properly completed and duly  executed
acceptance form to  the account operator  managing the  Shareholder's
book-entry account in accordance with  the instructions given on  the
form and within the time limit set by the account operator or, in the
case such account operator does not deal with acceptance forms  (e.g.
customers  of  the  Finnish  Central  Securities  Depository),   such
Shareholder shall  contact any  branch  office of  cooperative  banks
belonging to OP Group and of Helsingin OP Pankki Oyj to give  his/her
acceptance to  tender  the  Shares.  The  acceptance  form  shall  be
submitted so that it is received  during the Offer Period or, if  the
Offer Period has  been extended, during  such extended Offer  Period,
however, always in accordance with  the instructions of the  relevant
account operator. The method of delivery of the acceptance form is at
the Shareholder's option and risk, and the delivery of the acceptance
form will be deemed made only when actually received by such  account
operator or any branch  office of cooperative  banks belonging to  OP
Group and of Helsingin OP Pankki Oyj.

By accepting  the  Tender  Offer, the  Shareholders  of  the  Company
authorize OKO  Corporate  Finance  Ltd. (or  its  appointee)  or  the
account operator  managing  the respective  Shareholder's  book-entry
account to sell  the Shares  to the  Offeror in  accordance with  the
terms and conditions of  the Tender Offer.  A Shareholder may  accept
the Tender Offer only unconditionally and  in relation to all of  the
Shares registered on  the relevant book-entry  account. By  accepting
the Tender Offer, each of the non-Finnish Shareholders of the Company
irrevocably represents to Symphony, the  Parent, the Offeror and  OKO
Corporate Finance Ltd. that such Shareholder has observed the laws of
all relevant jurisdictions and obtained any requisite governmental or
other consents required for the acceptance of the Tender Offer.  Such
non-Finnish Shareholder also represents that he/she has complied with
all requisite formalities and paid any issue, transfer or other taxes
or duties due  from such non-Finnish  Shareholder in connection  with
such acceptance in any jurisdiction.  By accepting the Tender  Offer,
each of  the  non-Finnish  Shareholders  also  represents  that  such
Shareholder has not  taken or omitted  to take any  action which  may
result in Symphony,  the Parent, the  Offeror, OKO Corporate  Finance
Ltd. or any other person acting in breach of the legal or  regulatory
requirements of any jurisdiction in connection with the Tender  Offer
or such Shareholder's acceptance of the Tender Offer.

A Shareholder has the right to withdraw the acceptance regarding  the
Shares tendered  for by  him/her  in accordance  with the  terms  and
conditions of the Tender Offer. The Offeror may reject any tender  of
the Shares, if  such tender does  not contain all  the Shares of  the
respective Shareholder on the relevant book-entry account.

A Shareholder that has validly accepted the Tender Offer and that has
not properly  withdrawn his/her  acceptance  in accordance  with  the
terms and conditions of  the Tender Offer may  not sell or  otherwise
dispose of the Shares tendered for. A transfer restriction in respect
of these Shares will be registered on the relevant book-entry account
after a Shareholder  has validly  accepted the Tender  Offer. If  the
Tender Offer is not completed or  if the acceptance of the tender  is
properly withdrawn by  the Shareholder in  accordance with the  terms
and  conditions  of  the  Tender  Offer,  the  transfer   restriction
registered  in  respect  of  the  tendered  Shares  on  the  relevant
book-entry account will  be removed  as soon as  possible and  within
approximately  three   (3)  Finnish   banking  days   following   the
announcement that  the Tender  Offer  will not  be completed  or  the
receipt of  a notice  of withdrawal  by the  relevant Shareholder  of
his/her acceptance in accordance with the terms and conditions of the
Tender Offer.

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

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

Warrants

Most  of  the  Finnish  book-entry  account  operators  will  send  a
notification of  the Tender  Offer,  including instructions  and  the
relevant acceptance form, to their customers who are  Warrantholders.
Warrantholders who  do  not  receive  such  notification  from  their
book-entry account operator or asset manager, can contact any  branch
office of cooperative banks belonging to OP Group and of Helsingin OP
Pankki Oyj  where  such  Warrantholders will  receive  all  necessary
information and can give their acceptance.

A Warrantholder  whose  holdings are  registered  in the  name  of  a
nominee and who wishes to accept  the Tender Offer shall effect  such
acceptance in accordance with the respective nominee's instructions.

Warrants that are pledged may only  be tendered for with the  consent
of the relevant pledgee. The obtaining  of such consent shall be  the
responsibility of the relevant Warrantholder in the Company.

A Warrantholder who wishes  to accept the  Tender Offer shall  submit
the properly  completed  and duly  executed  acceptance form  to  the
account operator managing the  Warrantholder's book-entry account  in
accordance with the  instructions on the  acceptance form and  within
the time limit set by the respective account operator or, in the case
such  account  operator  does  not  accept  acceptance  forms   (e.g.
customers  of  the  Finnish   Central  Securities  Depository)   such
Warrantholder shall contact  any branch office  of cooperative  banks
belonging to OP Group and of Helsingin OP Pankki Oyj to give  his/her
acceptance to  tender  the Warrants.  The  acceptance form  shall  be
submitted so that it is received during the Offer Period, or, if  the
Offer Period has  been extended, during  such extended Offer  Period,
however, always in accordance with  the instructions of the  relevant
account operator. The method of delivery of acceptance form is at the
Warrantholder's option and risk, and  the delivery of the  acceptance
form will be deemed made only when actually received by such  account
operator or any branch  office of cooperative  banks belonging to  OP
Group and of Helsingin OP Pankki Oyj.

By accepting  the  Tender  Offer, the  Warrantholder  authorizes  OKO
Corporate Finance Ltd.  (or its  appointee) or  the account  operator
managing the Warrantholder's book-entry account to sell the  Warrants
to the Offeror  in accordance with  the terms and  conditions of  the
Tender Offer.  A  Warrantholder  may accept  the  Tender  Offer  only
unconditionally and in relation to all of the Warrants registered  on
his/her book-entry account.

The Warrantholder has the right to withdraw the acceptance  regarding
the Warrants tendered for by him/her in accordance with the terms and
conditions of the Tender Offer. The Offeror may reject any tender  of
the Warrants, if such tender does not contain all the Warrants of the
respective Warrantholder on the relevant book-entry account.

A Warrantholder that has validly  accepted the Tender Offer and  that
has not properly withdrawn his/her acceptance in accordance with  the
terms and conditions of  the Tender Offer may  not sell or  otherwise
dispose of the tendered Warrants.  A transfer restriction in  respect
of these  Warrants  will be  registered  on the  relevant  book-entry
account after the Warrantholder has  validly accepted for the  Tender
Offer. If the Tender Offer is  not completed or if the acceptance  of
the tender is  properly withdrawn  by a  Warrantholder in  accordance
with the  terms and  conditions  of the  Tender Offer,  the  transfer
restriction registered in  respect of  the tendered  Warrants on  the
relevant book-entry account will be  removed as soon as possible  and
within approximately  three (3)  Finnish banking  days following  the
announcement that  the Tender  Offer  will not  be completed  or  the
receipt of a notice  of withdrawal in accordance  with the terms  and
conditions of the Tender Offer.

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

OKO Corporate Finance  Ltd. will  send a notification  of the  Tender
Offer, including instructions and the relevant acceptance form to the
Warrantholders, whose  Warrants have  not been  transferred into  the
book-entry system (only Warrants V 2003 B, V 2003 C and V 2003 D have
been entered into the book-entry system). Such Warrantholders  should
follow the relevant instructions regarding the Tender Offer  relating
to the acceptance or withdrawal of acceptance of Warrants.

3.7 Withdrawal Rights

The acceptance of  the Shares  and Warrants validly  tendered for  in
accordance with the terms and conditions  of the Tender Offer may  be
withdrawn by the  Shareholder and/or  the Warrantholder  at any  time
prior to the expiry of the Offer  Period, or if the Offer Period  has
been extended, prior to the expiry of the extended Offer Period.

The proper withdrawal of  the acceptance of  the Shares and  Warrants
validly tendered for requires that a written notice of withdrawal  is
submitted to the same  account operator to  whom the acceptance  form
with respect to such  Shares and/or Warrants  was submitted. In  case
the acceptance  form  with  respect to  Shares  and/or  Warrants  was
submitted to any branch office  of cooperative banks belonging to  OP
Group and of Helsingin OP Pankki  Oyj, the notice of withdrawal  must
be submitted to any branch  office of cooperative banks belonging  to
OP Group and of Helsingin OP Pankki Oyj. In case of holdings that are
registered in the name of a nominee, the Shareholder or Warrantholder
shall instruct  the  respective  nominee  to  submit  the  notice  of
withdrawal.

If a Shareholder or Warrantholder withdraws his/her acceptance of the
Tender Offer  in accordance  with  the terms  and conditions  of  the
Tender Offer, the transfer restriction  registered in respect of  the
tendered Shares and/or  Warrants on the  relevant book-entry  account
will be removed as  soon as possible  and within approximately  three
(3) Finnish  banking  days  following  the receipt  of  a  notice  of
withdrawal in accordance with the terms and conditions of the  Tender
Offer.

Shares and  Warrants the  acceptance  of which  is withdrawn  may  be
re-tendered by  following  the  acceptance  procedures  described  in
Section 3.6 above prior to the expiry of the Offer Period or, if  the
Offer Period has been extended, prior to the expiry of such  extended
Offer Period.

The account operator managing the relevant book-entry account or  the
nominee may charge a fee for withdrawals in accordance with its price
lists.

3.8 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 or  suspended
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 or suspended Offer Period. The
Offeror's announcement  of  the final  result  will confirm  (i)  the
percentage of the Shares and Warrants that have been validly tendered
for and not  properly withdrawn and  (ii) whether or  not the  Tender
Offer will be completed.

3.9 Terms of Payment and Settlement of Shares

The sale and  purchase of  the Shares  validly tendered  for 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 five (5) Finnish banking days following the expiry of  the
Offer Period, or if the Offer Period has been extended or  suspended,
the expiry of the  extended or suspended Offer  Period. The sale  and
purchase of the Shares will take place on the Helsinki Stock Exchange
if permitted by the rules applicable to the securities trading on the
Helsinki Stock  Exchange.  Otherwise the  sale  and purchase  of  the
Shares will take place outside of the Helsinki Stock Exchange.

Settlement will  be effected  on  or about  the third  (3rd)  Finnish
banking day following the Closing Date (the "Share Settlement Date").
The payment of the Share Offer  Price will be deposited on the  Share
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 immediately after  the
force majeure event preventing or suspending the payment is resolved.

3.10 Terms of Payment and Settlement of Warrants

The sale and purchase  of the Warrants validly  tendered for and  not
properly withdrawn in accordance with the terms and conditions of the
Tender Offer will be executed no later than eight (8) Finnish banking
days following the expiry of the Offer Period, or if the Offer Period
has been  extended  or  suspended,  the expiry  of  the  extended  or
suspended Offer Period. The  sale and purchase  of the Warrants  will
take place outside of the Helsinki Stock Exchange.

Settlement will be effected on the same day as the sale and  purchase
of the Warrants, i.e.  no later than eight  (8) Finnish banking  days
following the expiry of the Offer Period, or if the Offer Period  has
been extended or suspended, the  expiry of the extended or  suspended
Offer Period ("Warrant Settlement Date"). The payment of the  Warrant
Offer Price will be deposited on the Warrant Settlement Date into the
bank account connected to the Warrantholder's book-entry account  or,
in the case of  Warrantholders 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 Warrantholder  is with  a
different banking institution than such holder's book-entry  account,
the Warrant Offer Price will be paid, in accordance with the schedule
of  money   transactions  between   banking  institutions,   to   the
Warrantholder's bank account  so that  it is  on the  Warrantholder's
bank account approximately two (2) Finnish banking days following the
Warrant Settlement Date, at the latest.

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

3.11 Transfer of Ownership

Title to  the  Shares  and  Warrants validly  tendered  for  and  not
properly withdrawn in the  Tender Offer will pass  to the Offeror  on
the Share Settlement Date/Warrant Settlement Date against the payment
of the Share Offer  Price/Warrant Offer Price by  the Offeror to  the
tendering holder of the Shares or Warrants, as applicable.

3.12 Transfer Tax and Other Payments

The Offeror will pay the Finnish transfer tax, if any, payable on the
sale and purchase of the Shares and Warrants.

Any  fees  possibly  charged  by  book-entry  account  operators,  in
accordance with their agreements  with the respective Shareholder  or
Warrantholder, relating to the entry to the book-entry system of  the
Shares or Warrants  that have  not been entered  into 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 or Warrants,  as well as  fees relating to  a
withdrawal of  the  acceptance of  the  tender by  a  Shareholder  or
Warrantholder in accordance with Section 3.7 above, shall be borne by
each respective Shareholder  or Warrantholder. 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 Warrants tendered for under the Tender
Offer or the payment of the  Share Offer Price or the Warrants  Offer
Price.

3.13 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
Finnish Securities Market Act.

The Offeror  reserves  the  right  to  extend  the  Offer  Period  in
accordance with Chapter 6, Section 8 of the Finnish Securities Market
Act if, during  the Offer Period,  a competing tender  offer for  the
Shares and/or Warrants is made public by a third party.

In the Combination Agreement, the Parent reserved the right to assign
the Tender Offer at any time prior to the expiry of the Offer Period,
or if the Offer Period is extended, the expiry of the extended  Offer
Period, to  a wholly  owned, direct  or indirect,  subsidiary of  the
Parent to be used  as an acquisition vehicle  in connection with  the
Tender Offer, in which case  such subsidiary will replace the  Parent
as the Offeror in the Tender Offer and will complete the Tender Offer
and acquire the Shares and the  Warrants validly tendered for in  the
Tender Offer  in accordance  with  the terms  and conditions  of  the
Tender Offer. Following the  execution of the Combination  Agreement,
the Parent  assigned  such  right  to the  Offeror.  The  Parent  and
Symphony have guaranteed  as for their  own debt the  payment of  the
Share Offer Price  and the  Warrants Offer  Price to  the holders  of
Shares and  Warrants  that have  validly  tendered for  their  Shares
and/or Warrants in the Tender Offer and the fulfillment of all  other
obligations of  the Offeror  under the  terms and  conditions of  the
Tender Offer.

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

The Tender Offer is  not being made, directly  or indirectly, in  any
jurisdiction where prohibited by applicable law and this 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.

Note to  U.S.  holders: This  Tender  Offer  is being  made  for  the
securities of a foreign issuer and while the Tender Offer is  subject
to the disclosure  requirements of  Finland, U.S.  holders should  be
aware that these requirements are different from those in the  United
States. Financial statements  attached hereto have  been prepared  in
accordance with  IFRS standards  and thus  may not  be comparable  to
financial  statements  of  U.S.  companies.  U.S.  Shareholders   and
Warrantholders should be  aware that the  Offeror or its  affiliates,
directly or  indirectly,  may offer  for  or make  purchases  of  the
Company's Shares and/or Warrants subject  to the Tender Offer  during
the Offer Period as permitted by applicable Finnish laws."


Aldata Solution Oyj
Board of Directors


Aldata in brief
Aldata Solution is one of the global leaders in supply chain software
for  retail,  wholesale  and   logistics  companies.  The   company's
comprehensive range of Supply Chain Management and In-Store solutions
enable its more  than 300  customers across 50  countries to  enhance
productivity, profitability, performance and competitiveness.  Aldata
develops and  supports  its software  through  more than  600  Aldata
professionals and  a  global  partner network.  Aldata  is  a  public
company quoted on  the Helsinki  Stock Exchange  with the  identifier
ALD1V. More information at:
www.aldata-solution.com.