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2008-11-07 08:00:00 CET 2008-11-07 08:00:00 CET Rocla Oyj - Tender offerSTATEMENT IN ACCORDANCE WITH CHAPTER 6, SECTION 6 OF THE SECURITIES MARKETS ACTROCLA OYJ STOCK EXCHANGE RELEASE NOVEMBER 7, 2008 9.00 a.m. STATEMENT IN ACCORDANCE WITH CHAPTER 6, SECTION 6 OF THE SECURITIES MARKETS ACT With reference to Rocla Oyj's stock exchange release of November 6, 2008 relating to the public tender offer of Mitsubishi Caterpillar Forklift Europe B.V., the board of directors of Rocla Oyj hereby issues the following statement in accordance with the Securities Markets Act Chapter 6, Section 6 concerning the public tender offer of Mitsubishi Caterpillar Forklift Europe B.V. STATEMENT OF THE BOARD OF DIRECTORS OF ROCLA OYJ REGARDING THE VOLUNTARY PUBLIC TENDER OFFER OF MITSUBISHI CATERPILLAR FORKLIFT EUROPE B.V. CONCERNING THE OUTSTANDING SHARES AND SHARE OPTIONS OF ROCLA OYJ Rocla Oyj (“Company” or “Rocla”), Mitsubishi Caterpillar Forklift Europe B.V. and its parent company Mitsubishi Heavy Industries, Ltd. have on 23 October 2008 entered into a Combination Agreement based on which Mitsubishi Caterpillar Forklift Europe B.V. has decided to make a voluntary public tender offer (“Tender Offer”) for all of the outstanding shares of Rocla which are not owned by the Company or by the offeror or its group companies (“Shares” or each individually “Share”) and share options (“Options”) in accordance with the Securities Markets Act (495/1989), Chapter 6, and under the terms and conditions of the tender offer document dated 6 November 2008 (“Tender Offer Document”) which will be published on 10 November 2008. Rocla is a public company, whose shares are traded at the Nasdaq OMX Helsinki Ltd. (“Nasdaq OMX Helsinki”) with a trading code ROC1V. The offeror, Mitsubishi Caterpillar Forklift Europe B.V., is a limited liability company established under the laws of the Netherlands. Mitsubishi Caterpillar Forklift Europe B.V.'s objective, according to the Tender Offer Document, is to acquire all of the outstanding share capital of the Company. However, the Tender Offer is not bound to a certain threshold to be acquired. It is the intention of the offeror to cause the Shares to be delisted from Nasdaq OMX Helsinki as soon as permitted and practicable under applicable laws and regulations. The consideration to be offered for each Share validly tendered is EUR 13.00. The consideration to be offered for Options is EUR 2.07 for each Option. Mitsubishi Caterpillar Forklift Europe B.V. has notified that the offer period (”Offer Period”) commences on 10 November 2008, 9.30 a.m. (Finnish time) and expires 12 December 2008, 4.00 p.m. (Finnish time), unless the Offer Period is extended. Details are included in the Tender Offer Document. Statement of the board of directors The board of directors of Rocla issues this statement in accordance with Securities Markets Act Chapter 6, Section 6 and in accordance with the recommendation on procedures to be complied with in public tender offers. The board of directors of Rocla has evaluated the Tender Offer and its terms based on the Tender Offer Document, the fairness opinion acquired from Icecapital Securities Ltd. and other information that has been available. Mitsubishi Caterpillar Forklift Europe B.V. and its affiliates currently own 28.14% of the Company's shares. It has come to the board of directors' attention that the Company's shareholders Oy Etra-Invest Ab, Eero Karvonen and EVK-Capital Oy have undertaken to accept the Tender Offer made by Mitsubishi Caterpillar Forklift Europe B.V. The combined ownership of the above-mentioned shareholders is 27.70%. The board of directors' opinion, based on the Tender Offer Document, is that the Tender Offer will not have immediate effects to the assets of the Company nor to the position of the management or employees of the Company. The strategic plans of Mitsubishi Caterpillar Forklift Europe B.V. relating to the operative business of the Company that have been presented in the Tender Offer Document are realisable. Recommendation of the board of directors The board of directors estimate the price of EUR 13.00 for each Share to be fair taking into account, among others, the share price of the Shares preceding the Tender Offer, the share price on the date of this statement, the purchase price multiples of comparable companies, the key financial figures of the Company as per 31 December 2007 and previous financial years, Q3 interim report as well as other risks relating to the ownership of shares during the current market situation. The evaluation of the board of directors is partly based on the fairness opinion received from its financial advisor Icecapital Securities Ltd, according to which the consideration offered by Mitsubishi Caterpillar Forklift Europe B.V. is fair from a financial point of view to the shareholders, taking into account the qualifications in the opinion. The shareholders of Rocla, who do not accept the Tender Offer, will obtain the right to demand the redemption of their Shares in accordance with the Companies Act (624/2006, as amended), should the ownership or voting rights of Mitsubishi Caterpillar Forklift Europe B.V. increase above 90% due to result of the Tender Offer or otherwise. The consideration to be offered for Options according to the Tender Offer is EUR 2.07 for each Option. The board of directors estimates the price of EUR 2.07 for each A-option to be in accordance with market practice. Since the Tender Offer is subject to removal of the redemption obligation in Article 12 of the Articles of Association of Rocla, the board of directors recommends that the shareholders of the Company decide to remove the redemption obligation from the Articles of Association in the Extraordinary General Meeting invited to convene on December 1, 2008 by a separate stock exchange release issued today. The board of directors emphasizes that this statement is not investment advisory in nature and the board of directors cannot especially be expected to evaluate common price development or the risks usually relating to investing. The board of directors encourages the Company's shareholders and option holders to independently decide whether to accept the Tender Offer made by Mitsubishi Caterpillar Forklift Europe B.V. for their Shares and Options. When making such decision, the information which is presented in the Tender Offer Document should be taken into account as well as this statement from the board of directors in its entirety as well as other circumstances. The board of directors of Rocla has processed the Tender Offer and gives this statement unanimously in a composition which includes the following members of the board of directors: Mr. Vesa Puttonen, Mr. Ilkka Hakala and Mr. Christian Ramm-Schmidt. The member of the board of directors Mr. Eero Karvonen has not participated in the decision-making in the matter including the decision to enter into the Combination Agreement and the decision to issue this statement since he has given an undertaking for his own behalf and in behalf of a company controlled by him to accept the Tender Offer. The member of the board of directors Mr. Naoyuki Matsumura has neither participated in the preparation of the matter nor in the decision-making. The board of directors has not received or solicited any competing offers. Icecapital Securities Ltd. has operated as financial advisor to the board of directors for evaluating the fairness of the offered consideration. Attorneys at law Borenius & Kemppinen Ltd has acted as legal advisor to the board of directors. Rocla Oyj Board of directors Further information: Vesa Puttonen, chairman of the board of directors, Rocla Oyj, puh. +358 40 7090 284 Distribution: Nasdaq OMX Helsinki Principal Media |
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