Aldata Solution Oyj - Tender offer

STATEMENT BY THE BOARD OF DIRECTORS OF ALDATA SOLUTION OYJ ON THE MANDATORY PUBLIC TENDER OFFER MADE BY SYMPHONY TECHNOLOGY II-A, L.P.

Aldata Solution Oyj
STOCK EXCHANGE RELEASE
23 August 2011 at 5.25 p.m. (EET)

STATEMENT BY THE BOARD OF DIRECTORS OF ALDATA SOLUTION OYJ ON THE MANDATORY
PUBLIC TENDER OFFER MADE BY SYMPHONY TECHNOLOGY II-A, L.P.

1. Background

On  28 June  2011 Aldata  Solution  Oyj  (Aldata  or Company) announced that the
Company  had been notified that the  ownership of Symphony Technology II-A, L.P.
(Offeror),  a limited partnership managed by Symphony Technology Group, LLC, and
its  group  companies  (Symphony)  had  exceeded  three tenths of the shares and
voting  rights in  Aldata. Symphony  was therefore  obliged to  make a mandatory
public  tender offer for all other shares  and securities entitling to shares in
Aldata  pursuant to  the Finnish  Securities Market  Act (SMA). On 26 July 2011
Aldata announced that Symphony had published the terms and conditions (Terms and
Conditions)  of the  mandatory tender  offer for  all the issued and outstanding
shares  (Shares) and option rights (Options) in Aldata not held by Aldata or its
subsidiaries or already owned by Symphony (Tender Offer).

On  15 August 2011 the Offeror  published a tender  offer document (Tender Offer
Document)  dated  12 August  2011, in  which  it  sets  out, inter alia, (i) the
objectives  of the Tender Offer, (ii) the  grounds for the pricing of the Tender
Offer  and (iii) the Terms and Conditions for the Tender Offer. The offer period
of  the Tender Offer commenced on  15 August 2011 at 9.30 a.m. (EET) and expires
on  9 September  2011 at  4.00 p.m.  (EET),  unless  extended or discontinued in
accordance with its terms and conditions.

The  Board of  Directors of  Aldata (Board)  has on  the date hereof issued this
statement  (Statement) regarding the Tender Offer in accordance with Chapter 6,
Section  6 of  the  SMA,  Standard  5.2c by  the  Finnish  Financial Supervisory
Authority  and the Helsinki  Takeover Code. This  Statement considers the Tender
Offer  from the Company's and its shareholders' and optionholders' point of view
as  well as the Offeror's strategic plans and their probable effects on Aldata's
operations and employees.

2. Preparation

The Board of Directors of Aldata has acted solely through its non-conflicted and
independent  members.  The  Board  has  noted  that  Symphony Technology Group's
Managing  Director Mr. William Chisholm  (Chairman of the Board)  is a member of
the  Board. The Board's other members are  Mr. Pertti Ervi (Vice Chairman of the
Board),  Mr. Aarne Aktan, Ms. Michele Fitzpatrick, Mr. Tommy H. Karlsson and Mr.
Bertrand  Sciard (CEO and President). Mr. Sciard  is on the basis of his service
agreement  with the Company  entitled to specific  benefits in connection with a
change  of control in the Company and,  therefore, Mr. Sciard has decided not to
take  part in the Board's  decision-making in relation to  the Tender Offer. Mr.
Chisholm and Mr. Sciard have not participated, and shall not participate, in the
preparation,  evaluation or  decision-making of  the Board  regarding the Tender
Offer.  Further, Mr. Chisholm shall not be given any information regarding third
party  competing acquisition proposals,  if any, until  the non-conflicted Board
members have resolved to give such information to the Offeror.

For  the  purpose  of  evaluating  the  Tender  Offer  the Board has engaged the
investment  bank HLP  Corporate Finance  Ltd to  provide an independent fairness
opinion  (Fairness Opinion)  concerning the  offer price  for the Shares and the
offer  price for the Options. The Fairness Opinion is annexed in its entirety as
Appendix 1 to this Statement.

The  Board has considered potential alternative arrangements to the Tender Offer
and has enquired as to the opinion of the Management Team of the Company. Due to
the Offeror holding approximately 41.4 percent of the Shares in the Company, the
Board  has not actively sought alternative or competing tender offers. The Board
has  not received alternative or competing tender offers from third parties, and
is  not aware of  the preparation of  any such tender  offers. The Board has not
indentified  any  viable  alternatives  which  would  be  more beneficial to the
Company or the holders of the Shares and Options than the Tender Offer.

3. Evaluation of the Tender Offer from the perspective of Aldata and the holders
of the Shares and Options

In  the Tender Offer the  offer price for the  Shares is a cash consideration of
EUR  0.61 for each Share. The offer price for the Shares represents a premium of
approximately  32.6 per  cent  compared  to  the  closing price of the Shares on
NASDAQ OMX Helsinki Ltd. (NASDAQ OMX Helsinki) on 23 June 2011, the last trading
day  before  the  triggering  of  the  obligation  to launch the Tender Offer, a
premium  of approximately 25.0 per cent  compared to the volume-weighted average
trading  price of the Shares  on NASDAQ OMX Helsinki  during the three (3) month
period preceding the last trading day before the triggering of the obligation to
launch the Tender Offer and a premium of approximately 13.6 per cent compared to
the  volume-weighted average trading  price during the  twelve (12) month period
preceding the last trading day before the triggering of the obligation to launch
the Tender Offer.

The price for the Options in the Tender Offer is paid in cash and is as follows:
EUR 0.01 for option rights 2008A; EUR 0.19 for option rights 2008B; EUR 0.19 for
option  rights  2008C; EUR  0.19 for  option  rights  2008D; EUR 0.19 for option
rights  2008E; EUR 0.19 for option rights  2008F; and EUR 0.01 for option rights
2008G.

According to Section 1.5 of the Tender Offer Document the Offeror's intention is
to  acquire all the  Shares and Option  Rights in the  Company. The Tender Offer
Document  further states ("Redemption under the  Finnish Companies Act") that it
is  the  Offeror's  intention  that,  as  promptly  as practicable following the
initiation of the compulsory acquisition proceedings under the Finnish Companies
Act,  the  Company  shall  apply  for  delisting  of  its shares from NASDAQ OMX
Helsinki.

The  Board states  that subject  to the  limitations set  forth in  the Fairness
Opinion,  HLP considers the Tender  Offer to be fair,  from a financial point of
view, for Aldata's shareholders and option holders.

The  Board draws the attention of the  shareholders to the fact that the Offeror
currently  holds approximately  41.4 per cent  of the  Shares in  Aldata. If the
Offeror  as a  result of  the Tender  Offer or  otherwise achieves  a holding in
excess  of 50% of the Shares, the Offeror is in a position to (i) nominate a new
Board  of Directors to the Company and  (ii) resolve on the distributable amount
of  dividend  at  the  Company's  General  Meeting  of Shareholders, among other
things.  According to the Finnish Companies  Act, shareholders who hold at least
1/10 of  all shares may  request at the  General Meeting of  Shareholders that a
minimum dividend be paid in accordance with the prerequisites prescribed by law.

The  attention of the shareholders is also drawn to the fact that if the Offeror
as  a result of the Tender Offer reaches a holding in excess of 50% of the total
voting  rights carried by the Shares, the Offeror will be under no obligation to
make  any further mandatory tender offer regarding the Shares and the Options in
the  future. If the  Offeror as a  result of the  Tender Offer does  not reach a
holding  in excess of 50% of the total  voting rights carried by the Shares, the
Offeror  will have an obligation to make  a mandatory tender offer regarding the
Shares and the Options in the future only in case such a threshold is exceeded.

The  shareholders should  also note  that, in  the future,  there may be reduced
trading  in  the  Shares  and  the  price  formation  of the Shares on the stock
exchange  may be  less certain.  As a  result the  value of  the Shares  may not
necessarily  achieve a level equivalent or higher to that of the Tender Offer in
the near term.

4. Evaluation  of the strategic  plans set out  by Symphony in  the Tender Offer
Document and their probable impacts on the operations and employment of Aldata

According  to  the  Tender  Offer  Document  Section  1.2 "Symphony  has been an
investor  in  Aldata  since  2006 and  believes  in  the potential of developing
Aldata's  business further.  Symphony is  currently evaluating  changes that may
occur  subsequent  to  the  completion  of  the  Tender Offer. These changes may
involve  changes  to  the  Board  of  Directors  and  / or the management of the
Company. However, Symphony has not yet decided on any changes to be made and, as
the  result of the Tender  Offer is not yet  known, it is difficult to determine
the amount of control Symphony will have over Aldata after the Tender Offer.

Symphony  has currently no plans to divest any  of the assets of the Company but
as part of its intention to further grow and develop the business of Aldata, the
Offeror  may look into  possibilities for consolidation  in the industry through
potential acquisitions and mergers. Depending on the result of the Tender Offer,
there  may be a need  for certain adjustments in  the structure of Aldata in the
medium  to long term  as Symphony continues  to develop the  business of Aldata.
Such  structural adjustments could also affect  the position of the employees of
the Company."

The  Tender Offer Document further states in Section 1.3 that "Symphony believes
in  the growth potential of Aldata's business and intends to continue developing
the  business further.  Symphony also  believes that  consolidation should occur
within  Aldata's field of industry, and as a result may among other alternatives
consider  growing the Company's business  through mergers and acquisitions after
the  Tender Offer  is completed.  There is  a possibility  that Aldata might not
continue  its operations as  an independent company.  While Symphony has not yet
made  any  decisions  in  this  respect,  Symphony acknowledges that a potential
merger or other form of consolidation, should such be carried out at some point,
could  affect  the  location  of  Aldata's  business  operations  as well as the
position of the employees of the Company."
The  Board finds that the information presented  in the Tender Offer Document on
the Offeror's strategic plans regarding the Company is limited and provided at a
high level only. In the absence of more specific details, the Board is unable to
form  a more  precise view  on the  Offeror's strategic  plans and  their likely
impact  on Aldata's operations and employees. The Board, however, considers that
the  Offeror's strategic intent in respect of the evaluation of potential merger
and  acquisition opportunities with a view to consolidate the Company's position
in  the industry  may benefit  the Company.  Should there  be a  merger or other
consolidation  after the completion of the  Tender Offer, such consolidation may
have an impact on the operations and / or employees of Aldata. Since no detailed
strategic  plans have been presented by the Offeror, the Board is unable to make
a more precise assessment of such impact.
The  Board has received a statement on the Tender Offer from the French Workers'
Council  representing the  Company's employees  in France.  The statement of the
French Workers' Council is attached as Appendix 2.

5. Board's recommendation

Taking  into  account  the  statements  made  by  the  Offeror, the views of the
Company's  Management Team as  well as the  Fairness Opinion, the Board assesses
that the Tender Offer is fair and that the Company and the holders of the Shares
and  Options would benefit  from the successful  completion of the Tender Offer.
Based  on  the  assessments  and  facts  presented  above, the Board unanimously
recommends that the holders of the Shares and Options approve the Tender Offer.

The  Board notes, however, that the assessment  of the Board does not constitute
investment  advice to the shareholders  or option holders, nor  can the Board be
required  to specifically  evaluate the  general price  development or the risks
associated with any investment activity in general. Acceptance or refusal of the
Tender  Offer is always  a matter to  be decided by  the shareholders and option
holders  themselves,  for  which  the  starting  point should be the information
presented by the Offeror in the Tender Offer Document.

HLP  Corporate  Finance  Ltd  have  acted  as  the Board's financial advisers in
relation  to  the  fairness  of  the  consideration offered in the Tender Offer.
Krogerus Attorneys Ltd. have acted as the Board's legal advisers.

Helsinki, August 23, 2011

Aldata Solution Oyj
Non-conflicted Board of Directors

Further information:
Pertti Ervi, Vice Chairman of the Board, +358 50 538 1410


About Aldata
Aldata is a global leader in retail and distribution optimization. Our software
and service solutions help retailers, distributors and manufacturers
dramatically improve their business performance. We optimize categories, space,
supply, logistics, and consumer engagement to increase our customers' revenue
and margins, reduce time, cost and waste, and enhance on-shelf availability,
service, and retention.
Founded in 1988, Aldata has an unparalleled track record of delivering
successful projects for the world's largest retail and consumer brands, national
wholesale and distribution organizations, and regional store chains. Aldata
Solution is a public company quoted on NASDAQ OMX Helsinki Ltd with the
identifier ALD1V.
Discover more about Aldata's customers, our solutions, and the multi-skilled
global team that supports them atwww.aldata.com

Distribution:
NASDAQ OMX Helsinki Ltd
Media
www.aldata.com


Appendix 1

FAIRNESS OPINION BY HLP CORPORATE FINANCE

Helsinki, 19 August 2011

The Board of Directors Aldata Corporation

The  Board of Directors of Aldata Solution  Oyj ("Aldata", and together with its
subsidiaries "Aldata Group") has requested HLP Corporate Finance Ltd, ("HLP") to
provide  an opinion as to  the fairness, from a  financial point of view, of the
terms of the offer, as defined below.

Symphony  Technology  II-A,  L.P.  ("Symphony",  and  the  "Offeror"), a limited
partnership  managed  by  Symphony  Technology  Group,  LLC and domiciled in the
United  States has commenced a mandatory public  tender offer for all the shares
and  option rights  in Aldata  (the "Tender  Offer"). Pursuant  to the Offer the
shareholders  of  Aldata  will  be  offered  EUR  0.61 in cash for each share in
Aldata.  The cash offer price for the  option rights is as follows: EUR 0.01 for
option  rights  2008A, EUR  0.19 for  option  rights  2008B, EUR 0.19 for option
rights  2008C, EUR  0.19 for  option  rights  2008D, EUR  0.19 for option rights
2008E, EUR  0.19 for option rights 2008F and  EUR 0.01 for option rights 2008G.
The  offer period is 15 August 2011- 9 September 2011 unless the offer period is
extended  by the Offeror. According to the  Offeror, the Offeror owns as per 12
August 2011 approx. 41.4% of the shares and votes of Aldata.

The  obligation  of  Symphony  to  accept  the  shares and option rights validly
tendered  and to complete the Tender Offer will be subject to the receipt of all
necessary  regulatory  approvals,  permits  and  consents, including competition
clearances,  on terms  acceptable to  Symphony. Symphony  reserves the  right to
complete  the Tender  Offer even  if said  condition to  completion would not be
fulfilled. An exemption is required from the FSA in case the Tender Offer is not
completed due to the fact that the Condition to Completion is not fulfilled.

HLP  has as  a basis  for this  opinion regarding  the financial terms reviewed,
considered and performed, inter alia, the following:

(i)  Reviewed and considered the Tender  Offer document dated 12 August 2011 and
press  release dated 12 August  2011 containing the terms  and conditions of the
Tender Offer;

(ii)  Reviewed and  considered the  annual reports  of Aldata  for the financial
years 2008-2010 and the interim report of 11 August 2011 for January-June 2011;

(iii) Reviewed and considered the management projections of Aldata Group and its
business areas for the years 2011-2013;

(iv)  Held discussions with senior management  of Aldata concerning the past and
present  activities,  financial  position,  investment  requirements  and future
prospects of Aldata Group;

(v)  Reviewed  and  considered  public  information  concerning share prices and
volume of the Aldata share;

(vi)  Reviewed and  considered public  information concerning  public offers for
certain other companies previously listed on NASDAQ OMX Helsinki;

(vii) Reviewed and considered information from external sources on public tender
offers in the Nordic countries and in Europe;

(viii)  Reviewed and considered certain  other information from external sources
regarding  listed  companies  comparable  with  Aldata  as  well  as information
regarding  terms  and  conditions  of  acquisitions of companies comparable with
Aldata;

(ix)  Prepared  a  valuation  of  Aldata  using  generally  recognized valuation
methods; and

(x)  Reviewed  and  considered  further  circumstances  concerning  the past and
present activities of the Aldata Group as well as such other circumstances which
HLP  has deemed necessary or appropriate to  take into account as basis for this
opinion.

HLP has assumed and relied upon, without independent verifications, the accuracy
and completeness of the information which was publicly available or furnished to
us  by Aldata or otherwise reviewed by HLP for the purposes of this opinion. HLP
has  not performed any appraisal, estimate or physical examination of any of the
assets  or liabilities of Aldata Group nor  have we been furnished with any such
independent  estimates  or  appraisals.  HLP  has  not  reviewed  any individual
contracts  of  Aldata  Group  nor  have  we  been furnished with any independent
reviews of any agreements.

HLP's  opinion is based on financial, regulatory, market and other conditions as
in  effect on, and the  information made available to  us as of the date hereof.
The  circumstances on which this opinion is based as well as the contents of the
opinion  itself may be affected  by subsequent events. HLP  has no obligation to
update, review or confirm this opinion after the date hereof.

HLP  has assumed that  Aldata has fulfilled  all its legal  and other applicable
information and other duties as a company listed on NASDAQ OMX Helsinki.

HLP  has relied on information presented or forwarded to us by senior management
of Aldata regarding assessments of Aldata Group's ability to reach its financial
and  operational goals (and the assumptions on  which these are made) which have
been made by senior management of Aldata.

HLP  has  not  been  requested  to  assess,  nor  does  this opinion include any
assessment  of the  merits of  the Tender  Offer as  compared to any alternative
transaction  or alternative business strategy  other than Aldata Group's current
business.

Based  upon and  subject to  the foregoing,  it is  our opinion,  as of the date
hereof,  that the  Tender Offer  is fair,  from a  financial point  of view, for
Aldata's  shareholders and option right holders. HLP does not hereby express any
opinion or any recommendation as to whether or not to accept the Tender Offer.
This  opinion is  addressed to  the Board  of Directors  of Aldata and is solely
intended  as a basis for the Board's decision in respect of the Tender Offer and
the  opinion may not, without prior consent from HLP, be invoked or used for any
other  purpose and,  pursuant to  such consent,  only be  used or invoked in its
entirety.  This  opinion  is  governed  by  Finnish law and any dispute relating
thereto shall be settled exclusively by Finnish courts.

HLP  will receive a fee  from Aldata for rendering  this opinion to the Board of
Directors of Aldata.

Sincerely,

HLP CORPORATE FINANCE LTD



Appendix 2

Paris, August 23rd 2011
From: ALDATA SOLUTION S.A.S. French Workers' Council
To: ALDATA SOLUTION Oyj Board of Directors.
Subject: Statement regarding the Tender offer document dated August 12th 2011

Comments  on section  1.2 "Effect on  Aldata's Operations  and Assets and Future
Position of Management and Employees"


Dear Board Members,

We,  French Workers'  Council of  ALDATA SOLUTION  S.A.S., are acknowledging the
will  of Symphony Technology Group to pursue its strategic choices in supporting
the development of ALDATA SOLUTION S.A.S..

We  would like to focus your attention about the skills and quality level of the
Management team and the Employees of ALDATA SOLUTION S.A.S. as one entity.

We  would like to raise your attention about the risks resulting from a possible
adjustment  regarding employment levels that are,  as of today, well-balanced to
ensure competitiveness and excellence that we all wish for our Company.

We  would also like to get a  better understanding about the choices of Symphony
STG  regarding investments in training and  business know-how of ALDATA SOLUTION
S.A.S. Employees. We would like to hear from them how they envision ensuring the
continuing growth and evolution of our product lines base, which will ensure our
strength and future development.

We  thank  you  for  your  attention  and  are  looking forward to hearing about
Symphony strategic plans in the near future.

Best regards,

ALDATA SOLUTION S.A.S. French Workers' Council

Paris, le 23 août 2011
De: Comité d'Entreprise Aldata Solution France SAS
A: Board of Directors Aldata Solution OYJ.
Objet: document Offre Public d'achat du 12 août 2O11

«  1.2 Effets de l'offre sur les opérations  et le patrimoine d'Aldata et impact
sur l'équipe managériale et les employés dans le futur »


Madame, Messieurs les Membres du Conseil d'Administration

Nous  prenons acte de la continuité  des choix stratégiques qui guident Symphony
STG dans le développement d'Aldata Solution SAS.

Nous  attirons votre attention sur les compétences et les qualités du Management
et des Salariés d'Aldata Solution SAS dans leur ensemble.

Nous  attirons votre  attention sur  le risque  résultant de  tout ajustement en
matière d'effectif aujourd'hui adapté pour assurer compétivité et excellence que
vous et nous souhaitons pour notre Société.

Nous  souhaiterions également connaître les intentions  de Symphony STG en terme
d'investissements  dans la  formation et  le savoir  faire métier  des  salariés
d'Aldata Solution SAS afin d'assurer la croissance et l'évolution de notre ligne
de produits qui assurera notre pérennité.

En vous remerciant et dans l'attente de votre réponse,

Veuillez agréer Madame, Messieurs, nos salutations respectueuses.

Le Comité d'Entreprise de la société Aldata Solution France SAS

[HUG#1540569]