Vacon - Tender offer

Vacon Plc: Danfoss has announced it will commence a mandatory redemption process for all the remaining shares in Vacon

NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER STATE IN WHICH THE
TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

Vacon Plc, Stock Exchange Release, 2 December 2014 at 12.50 p.m. (EET)

Oy Danfoss Ab ("Danfoss") has today notified Vacon Oyj ("Vacon") in accordance
with chapter 18, section 2, subsection 1 of the Finnish Companies Act that it
holds approximately 97.85 percent of all shares and votes in Vacon. Because
Danfoss holds more than 9/10 of all shares and votes in Vacon, it has the right
and obligation under chapter 18, section 1 of the Finnish Companies Act to
redeem the shares held by Vacon's other remaining shareholders at the fair
price.

Danfoss has further announced that it will use its redemption right and will, in
accordance with the Finnish Companies Act, file an application with the
Redemption Committee of the Finland Chamber of Commerce regarding the
appointment of an arbitration tribunal to settle the redemption matter.

Further information:

  * Sebastian Linko, Director, Corporate Communications and Investor Relations,
    +358 (0)40 8371 634, sebastian.linko(at)vacon.com

Vacon in brief

Vacon is driven by a passion to develop, manufacture and sell the best AC drives
and inverters in the world - and provide customers with efficient product
lifecycle services. Our AC drives offer optimum process control and energy
efficiency for electric motors. Vacon inverters play a key role when energy is
produced from renewable sources. Vacon has production and R&D facilities in
Europe, Asia and North America, and sales offices in 31 countries. Further,
Vacon has sales representatives and service partners in nearly 90 countries. In
2013, Vacon's revenues amounted to EUR 403.0 million, and the company employed
globally approximately 1,600 people. The shares of Vacon Plc (VAC1V) are quoted
on the main list of the Helsinki stock exchange (NASDAQ OMX Helsinki). Vacon is
part of Danfoss Group.

Driven by Drives, www.vacon.com

Distribution:

NASDAQ OMX Helsinki
Financial Supervisory Authority
Main media
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR AN INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN THE TENDER
OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE EITHER THE OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY
APPLICABLE LAW OR WHERE THE TENDER OFFER DOCUMENT WOULD HAVE TO BE PUBLISHED OR
REGISTERED OR THE OFFER WOULD BE SUBJECT TO OTHER REQUIREMENTS IN ADDITION TO
THOSE UNDERTAKEN IN FINLAND. THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR
INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN
PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED CONSENT FORMS WILL NOT AND MAY
NOT BE DIS-TRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION
WHERE PROHIB-ITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT
BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE
OF, OR BY ANY MEANS OR IN-STRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
FACSIMILE TRANSMISSION, TELEX, TELE-PHONE OR THE INTERNET) OR THROUGH A NATIONAL
SECURITIES EXCHANGE OF CANADA, JA-PAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE
TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR
FROM WITHIN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.

Special notice to security holders in the United States

The Tender Offer described in this announcement is subject to the laws of
Finland. It is important for US securities holders to be aware that this press
release and all tender offer documentation are subject to disclosure and
takeover laws and regulations in Finland that are different from those in the
United States. As applicable, the Offeror will comply with Regulation 14E under
the US Securities Exchange Act of 1934, as amended in connection with the Offer.
Any extension of the Tender Offer into, or any separate tender offer in the
United States will be made solely under the accompaniment of Raymond James &
Associates, Inc. that is a broker-dealer registered under the US Securities
Exchange Act of 1934, as amended.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE
TENDER OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DE-
TERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.


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