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2008-12-23 14:00:00 CET 2008-12-23 14:00:01 CET Rocla Oyj - Tender offerREDEMPTION RIGHT AND CLAIM UNDER CHAPTER 18, SECTION 1 OF THE COMPANIES ACT REGARDING SHARES IN ROCLA OYJROCLA OYJ STOCK EXCHANGE RELEASE 23 December 2008 at 3.00 p.m. REDEMPTION RIGHT AND CLAIM UNDER CHAPTER 18, SECTION 1 OF THE COMPANIES ACT REGARDING SHARES IN ROCLA OYJ Rocla Oyj (“Rocla”) has today been notified by Mitsubishi Caterpillar Forklift Europe B.V. (“MCFE”) of its redemption right and claim under the Companies Act. MCFE holds approximately 99.3 per cent of all the shares and votes in Rocla, excluding the treasury shares held by Rocla. Rocla has thus become a subsidiary of MCFE. MCFE has pursuant to its ownership exceeding nine tenths (9/10) gained a right to redeem all shares held by any other remaining shareholders in Rocla (the “Shares” and each of them separately, a “Share”) at fair value in accordance with Chapter 18, Section 1 of the Companies Act. MCFE has today 23 December 2008 notified Rocla of its decision to exercise its redemption right and presented its redemption claim for the remaining shares in Rocla in accordance with the Companies Act. The content of MCFE's redemption claim is substantially as follows: 1. Redemption Price for the Shares The redemption price for the Shares (“Redemption Price”) is EUR 13 per Share which is the same price as the consideration paid by MCFE in the voluntary public tender offer for all the shares and option rights in Rocla that are not owned by Rocla and not already owned by MCFE or its group companies announced on 23 October 2008 (“Tender Offer”). By virtue of the Tender Offer, MCFE has gained ownership to 99.0 per cent of all the shares that were covered by the Tender Offer, and thus increased its holding over the 9/10 threshold to 99.3 per cent of all the shares and votes in Rocla, excluding the treasury shares held by Rocla. Accordingly, the Redemption Price of EUR 13 per Share shall be considered as the fair value of the Shares in accordance with the Companies Act. 2. Transfer Tax and Payments Possible transfer tax collected in Finland deriving from the redemption of the Shares as well as the payments and charges arising from book-entry registrations carried out as a consequence of the redemption will be borne by MCFE. More detailed background on MCFE's redemption notification and claim and the consideration offered in the Tender Offer may be found in the Tender Offer Document dated 6 November 2008, which is available both in Finnish and in English at Danske Markets Capital Finance premises at Fabianinkatu 23, FI-00130 Helsinki, Finland and on the internet at www.rocla.com. MCFE has informed Rocla that in order to implement the redemption of the Shares as referred to in the redemption notification and claim, MCFE will initiate arbitration proceedings as provided in the Companies Act. INFORMATION REGARDING ROCLA OYJ Rocla Oyj, headquartered in Järvenpää, Finland has been listed on the Helsinki Stock Exchange's Main List since 1997. Rocla's consolidated 2007 sales were EUR 124.9 million. Rocla develops, manufactures and markets electric warehouse trucks and automated guided vehicles (AGVs) and related services and solutions during their lifespan. For more information visit the Rocla website (http://www.rocla.com). INFORMATION REGARDING MITSUBISHI HEAVY INDUSTRIES, LTD. Mitsubishi Heavy Industries, Ltd. (MHI), headquartered in Tokyo, Japan, is one of the world's leading heavy machinery manufacturers, with consolidated sales of 3,203 billion yen in the fiscal year ended March 31, 2008. MHI's diverse lineup of products and services encompasses shipbuilding, power plants, chemical plants, environmental equipment, steel structures, industrial and general machinery, aircraft, space rocketry and air-conditioning systems. For more information, please visit the MHI website (http://www.mhi.co.jp/en/index.html) and MCFE website (https://www.mcfe.com/mcfe/). In Helsinki this 23rd day of December 2008 Rocla Oyj The Board of Directors Distribution: NASDAQ OMX Helsinki Central media |
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