2007-06-11 14:13:17 CEST

2007-06-11 14:13:17 CEST


REGULATED INFORMATION

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Affecto Oyj - Company Announcement

AFFECTO PLC TO COMMENCE PUBLIC TENDER OFFER FOR COMPONENT SOFTWARE GROUP ASA


AFFECTO PLC     STOCK EXCHANGE RELEASE    11 JUNE 2007 at 15:15 (Finnish time)


NOT FOR DISTRIBUTION IN THE UNITED STATES


AFFECTO PLC TO COMMENCE PUBLIC TENDER OFFER FOR COMPONENT SOFTWARE GROUP ASA

Affecto Plc ("Affecto" or the "Offeror") is today announcing its intention  to
acquire  all  issued  and outstanding shares in Component Software  Group  ASA
("Component" or the "Company"), a listed company in Norway, through  a  public
tender offer (the "Tender Offer"). The consideration offered is NOK 63.68  per
share paid as a combination of cash and shares in Affecto, or cash only. Prior
to  the settlement date of the Tender Offer, and subject to completion of  the
Tender  Offer,  Component will distribute a dividend of NOK  1.82  per  share,
raising total consideration to NOK 65.50 per share.

The  implied  market  capitalization of the issued and  outstanding  Component
shares  is EUR 46 million. The Tender Offer is structured to result  in  a  40
percent share consideration and a 60 percent cash consideration, implying that
approximately 4.7 million new Affecto shares will be offered. For the purposes
of  the Tender Offer, the value of the Affecto share is deemed to be EUR  3.87
per share and the EUR/NOK exchange rate is 8.1195, the exchange rate published
by the European Central Bank on May 31, 2007.

Shareholders  representing approximately 66 percent of the  share  capital  of
Component have irrevocably undertaken to accept the Tender Offer. The Board of
Directors  of  Component  has on the date hereof  decided  to  recommend  that
shareholders of Component tender their Component shares to Affecto pursuant to
the terms of the Tender Offer.

Shareholders  representing approximately 37 percent of the  share  capital  of
Affecto  have  irrevocably undertaken to support the Tender Offer  by  way  of
voting  in  favour  of the issuance of new shares and to  vote  in  favour  of
electing  a  new  board  member  of  Affecto  nominated  by  Component  at  an
extraordinary general meeting of shareholders in Affecto to be  held  on  July
10, 2007 or as soon as practicable thereafter.

Affecto  has entered into a combination agreement with Component on  the  date
hereof regarding the principle terms of the Tender Offer, certain undertakings
by  Component  regarding  the conduct of business of  Component,  as  well  as
certain other terms related to the Tender Offer (the "Combination Agreement").
The principle terms of the Combination Agreement have been described below.

Component  is  a  leading  Scandinavian player  within  Business  Intelligence
solutions, including software and services. The business idea of Component  is
to  assist  its customers in turning large amounts of data into  valuable  and
usable  information and knowledge that can be used in the daily management  of
the company. Component Software divides its operations into two product areas;
Business  Intelligence and Document Management. The Company both delivers  and
implements  leading  information  solution  software  with  the  objective  of
improving   customers'  competitiveness,  facilitating  access   to   business
information and reducing costs. The company is also, through its own Contempus
software portfolio, a leading European player within electronic processing  of
supplier  invoices  and  eCommerce. In 2006, the Component  Group  achieved  a
turnover  of  NOK  303.8  million. Component is  headquartered  in  Oslo,  has
subsidiaries  in Denmark and Sweden, and employs a staff of 210. Component  is
listed at the Oslo Stock Exchange under trading symbol CSG.

Affecto believes that a combination of the businesses of Affecto and Component
would  result in a strong player in the Nordic market, which would  strengthen
both  organisations  and enhance and broaden service and product  offering  to
their customers.

Affecto  CEO Pekka Eloholma comments the transaction: "This acquisition  is  a

significant  and  logical step toward our strategic goal  to  be  the  leading
Business Intelligence solution provider in the Nordic, Baltic and CEE regions.
By   doing  this,  we  create  the  clearly  largest  and  strongest  Business
Intelligence  solution  provider  within these  regions  with  a  very  strong
position in Finland, Sweden and Norway and a good position in Denmark and  the
Baltic  countries. The size of our company grows significantly, we  target  to
reach EUR 115 million net sales on a pro-forma basis in 2007 and the number of
employees  will be approximately 1,000. We have known Component for years  and
know  it  to  be  a  well-managed company with excellent  competence.  As  the
corporate  culture  is  similar to us and as there  is  very  little  business
overlap, we expect the integration to go smoothly."

Component  CEO  Åge  Lønning comments: "In this business  combination  we  are
creating  the strongest Business Intelligence competence center in the  Nordic
and Baltic region. We in Component Software are looking forward to join forces
with  Affecto.  We  are operating in an exiting and growing  market.  Bringing
together  the  competencies  and experience of both  companies  will  help  us
develop better solutions and create more value for our customers."

After the acquisition has been completed, Component's CEO Åge Lønning will  be
responsible for the business in Norway and Denmark, while the Swedish business
will be managed by Martin Hultqvist, Affecto's country manager in Sweden.

Affecto  will  announce the complete terms and conditions of the Tender  Offer
and  information on how the Tender Offer can be accepted by a  stock  exchange
release separately. The principle terms and conditions of the Tender Offer are
summarized below.

Access  Partners  and SEB Enskilda Corporate Finance have acted  as  financial
advisors  and attorneys at law Dittmar & Indrenius and Bugge, Arentz-Hansen  &
Rasmussen as legal advisors to Affecto.

The Tender Offer

Subject  to  the  terms and conditions of the complete Tender  Offer,  Affecto
offers  to  acquire  all  issued  and outstanding  shares  in  Component  (the
"Shares"),  which  are  not  owned by Affecto or a company  belonging  to  the
Affecto group of companies.

The Offer Price

The offer price for each issued and outstanding Share validly tendered and not
properly  withdrawn in accordance with the terms and condition of  the  Tender
Offer  is  NOK  63.68 (the "Offer Price"). The shareholders of  Component  may
choose between:

(a)  a combined offer of cash and Affecto shares containing NOK 38.21 cash and
0.81 Affecto shares per each Share (where any fractional Affecto share will be
paid in cash); or

(b) a cash offer for NOK 63.68 per Share.

The  Offer  Price, compared to Component's historical volume weighted  average
share  price  on  the  Oslo  Stock Exchange for  the  time  period  since  the
announcement  of  Component's  first  quarter  financials  on  May  10,   2007
represents  a  premium of approximately 20 percent. Compared  to  the  closing
share price on the Oslo Stock Exchange on June 8, 2007 of NOK 52.50 per share,
the  last  trading day before this announcement, the Offer Price represents  a
premium of approximately 21 percent.

If  the Extraordinary General Meeting of Shareholders of Component resolves on
a  dividend distribution in excess of NOK 1.82 after the date hereof  and  the
record date established for such dividend distribution precedes the settlement
date  of  the Tender Offer, the Offer Price shall be reduced by the amount  of
the   dividend  in  excess  of  NOK  1.82  per  Share  in  any  such  dividend
distribution.  For the purposes of a possible adjustment,  the  value  of  the
Affecto share is deemed to be EUR 3.87 per share and the EUR/NOK exchange rate
is 8.1195.

Conditions to Completion of the Tender Offer

The  obligation of Affecto to consummate the Tender Offer is conditional  upon
the satisfaction or if permitted by applicable law, prior waiver by Affecto in
writing of the following conditions (the "Offer Conditions"):

(a)    the  Tender  Offer having been accepted to such an extent that  Affecto
   upon  completion of the purchases pursuant to the Tender Offer becomes  the
   owner of more than 90 percent of all shares and votes in Component;

(b)    the  passing at an extraordinary shareholders' meeting of Affecto of  a
  resolution to issue or authorize the Board of Directors to issue a sufficient
   number  of Affecto Shares to complete the purchases pursuant to the  Tender
   Offer and to elect Haakon Skaarer as a new member of the Board of Directors
   of Affecto with effective date from the Closing Date;

(c)    all consents, approvals authorisations and registrations required to be
   obtained  from  the  applicable Governmental  Entities  to  consummate  the
   transactions contemplated by the Combination Agreement having been obtained
   on conditions which  do not materially detract the value of the transaction
   contemplated by the Combination Agreement; and any waiting period (and  any
   extension thereof) applicable to the consummation of the transactions under
   any  competition,  merger  control or similar  law  have  expired  or  been
   terminated;

(d)    no  third party having taken or proposed to take any action which would
   prevent, hinder or materially delay Affecto from implementing the Tender
   Offer or owning and operating the assets of the Component Group;

(e)    there  having  been no or no third party have taken any  actions  which
  would, relative to the situation known to Affecto at the date of the signing
   of  the  Combination Agreement, cause any material adverse  change  in  the
   business, assets or financial position of the Component Group, taken  as  a
   whole; or

(f)   the Combination Agreement not having been terminated by either party.

Acquisition of shares from certain shareholders of Component

Affecto   has   obtained  irrevocable  undertakings  (each   an   "Irrevocable
Undertaking")   from  shareholders  representing,  at   the   time   of   this
announcement, altogether approximately 66 percent of the shares and  votes  in
Component (the "Component Majority Shareholders").

Pursuant  to the Irrevocable Undertakings, the Component Majority Shareholders
have  agreed  to  sell  the Component shares held by each  Component  Majority
Shareholder to Affecto at a price of NOK 63.68 per share payable 60 percent in
cash  and 40 percent in Affecto shares by accepting the Tender Offer, provided
that:

(a)    The  Tender  Offer  has  not lapsed or been declared  unconditional  by
   Affecto  by 31 October 2007 or at a later date jointly agreed upon  between
   Affecto and Component, and

(b)    the  Combination  Agreement has not been terminated  under  a  specific
   termination  clause; but is in force, valid and binding  upon  Affecto  and
   Component.

The  Component  Majority  Shareholders have  furthermore  in  the  Irrevocable
Undertakings inter alia agreed not to withdraw their acceptance of the  Tender
Offer,  except  pursuant to the Offer not to dispose  of,  charge,  pledge  or
otherwise  encumber or grant any option or other right over or otherwise  deal
with  any  of  the  Shares or any interest therein (whether  conditionally  or
unconditionally); to exercise all voting rights attaching  to  the  Shares  in
such manner as to enable the Offer to be made and become unconditional and  to
oppose  the  taking of any action which might result in any condition  of  the
Offer not being satisfied; and to support payment of dividend amounting to NOK
1.82  per  share,  election a new board, application  for  de-listing  of  the
Company's shares at Oslo Stock Exchange, and making appropriate changes in the
Articles  of  Association and conversion of Component  to  a  private  limited
company,  all to be voted at the next extraordinary shareholders'  meeting  of
Component and subject to the closing of the Tender Offer.

Following  Affecto's purchase of the Shares held by the Majority Shareholders,
its  holding  in Component would increase to 66 percent and Affecto  would  be
obligated  to  make a mandatory tender offer for all Shares  in  Component  in
accordance  with the Norwegian Securities Trading Act or to divest the  Shares
held  by  Component  within  the time prescribed by the  Norwegian  Securities
Trading Act. Affecto does not currently hold any shares or other securities in
Component.

Affecto  has  structured the Tender Offer so that the consideration  for  each
Component  shareholder under the Tender Offer shall constitute of  60  percent
cash  and  40  percent of such shares in Affecto that are issued and  will  be
issued  in  connection  with  the Offer ("Consideration  Shares").  All  other
shareholders  in  Component,  except  Component  Majority  Shareholders,  when
accepting  the  Offer,  have the option to accept as consideration  for  their
Component shares 60 percent in cash and 40 percent in Consideration Shares, or
alternatively to have their consideration paid 100 percent in cash.

Shareholders  electing  the 100 percent cash alternative  will  in  effect  by
accepting  the  Tender Offer enter into agreements to sell their Consideration
Shares  at  the  Offer  Price  to a consortium of certain  Component  Majority
Shareholders. The consortium consists of Norsk Vekst ASA, Norsk  Vekst  I  AS,
L.Gill  Johannessen  AS,  Rolv  L. Jonassen  AS  and  Rolv  L.  Jonassen  (the
"Consortium Members"), representing 31.5 percent of the Shares. The Consortium
Members  have undertaken to purchase such amount of Consideration Shares  from
the  other  shareholders,  limited  to the cash  consideration  received  from
Affecto  for  their Shares, and accept such amounts of cash and  Consideration
Shares,  as  specified by the Offeror, in accordance with  the  procedure  set
forth above.

The Combination Agreement

The  Combination  Agreement  between Affecto  and  Component  sets  forth  the
principle  terms  under  which  Affecto  will  make  the  Tender  Offer.   The
Combination Agreement also addresses the recommendation given by the Board  of
Directors  of  Component. The Combination Agreement also  contains  provisions
regarding  the  cooperation  of  the parties for  the  purposes  of  preparing
necessary filings and documents required to execute the Tender Offer  and  the
acquisition of Component by Affecto.

In  the  Combination Agreement Component and Affecto agree that,  between  the
date  of  the Combination Agreement and the closing date of the Tender  Offer,
the  business of the Component group and Affecto group shall be conducted only
in,  and  the  Component Group and Affecto group shall continue  to  take  all
appropriate actions in, and not take any action except in, the ordinary course
of business consistent with past practice.

Flagging Notice

The terms of the Tender Offer, the Irrevocable Undertaking and the Combination
Agreement are described above.

The  Component  Majority  Shareholders have by  June  11,  2007  entered  into
Irrevocable  Undertakings with Affecto pursuant to which they have  undertaken
to  accept  the Tender Offer when made in respect of all the 3,814,502  shares
owned  by  them.  These shares represent 66 percent of the share  capital  and
votes  in  Component.  Affecto holds no other shares or rights  to  shares  in
Component.

Financing of the Tender Offer

The  Tender  Offer will be funded partly through the issue of  new  shares  in
Affecto  and  partly  through already negotiated  loan  facilities.  The  loan
financing is not subject to any lender's independent conditions that would  be
different   from  Affecto's  Offer  Conditions  and  that  would  affect   the
consummation  of the Tender Offer. Affecto's Board of Directors  will  convene
shortly to decide on calling an Extraordinary Shareholders Meeting in order to
ask for the Shareholders Meeting's authorization to issue the new shares to be
offered as a part of the Offer Price. Shareholders' representing 37 percent of
the  shares  and  votes in Affecto have undertaken to vote in  favour  of  the
resolution  on the authorization of the issue of the new shares to be  offered
as  a  part  of the consideration. It is expected that the Board of  Directors
will  convene  the Affecto Extraordinary Shareholders Meeting to  be  held  in
Helsinki on July 10, 2007.

The Tender Offer Period

The  Tender  Offer is expected to be launched on July 23, 2007 or as  soon  as
practicable thereafter. As shares in Affecto will be offered as consideration,
a  prospectus  will  need to be filed with appropriate  financial  supervision
authorities, which may affect the time when the Tender Offer can be  launched.
The  tender offer period is expected to initially be approximately four weeks.
The  Offeror  will  reserve the right to extend or suspend  the  tender  offer
period, as allowed under applicable law.

Press Conference

A  briefing  for analysts, investors and media will be arranged today  Monday,
June  11,  2007  at  16:30  at Access Partners, Eteläesplanadi  18,  Helsinki,
Finland.

Affecto Plc
Board of Directors

Further information:
Pekka Eloholma, CEO, tel. +358 205 777 737
Hannu Nyman, SVP, M&A, tel. +358 205 777 761





Affecto  builds  versatile IT solutions for its customers,  such  as  business
intelligence   (BI),  enterprise  content  management  (ECM)  and   geographic
information  systems (GIS) solutions as well as other solutions  that  improve
efficiencies  by  enabling  organisations to  collect,  organise  and  analyse
digital information in support of their business processes.

Affecto is headquartered in Helsinki, with other offices in Finland located in
Joensuu, Jyväskylä, Rauma, Tampere and Turku. The company has subsidiaries  in
Estonia,  Lithuania,  Latvia and Sweden. In 2006 its  turnover  totalled  50.2
million euros, and in 2007 it targets reaching a turnover of 70 million euros.
Affecto  employs a staff of 780. Affecto is listed at Helsinki Stock  Exchange
with trading symbol AFE1V.

Disclaimer

These  materials are not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent registration
or  an  exemption from registration under the U.S. Securities Act of 1933,  as
amended.  The issuer of the shares has not registered, and does not intend  to
register, any portion of the offering in the United States and does not intend
to conduct a public offering of shares in the United States.

This document is not a prospectus and as such does not constitute an offer  to
sell or the solicitation of an offer to purchase shares or rights to subscribe
for  shares. Investors should not subscribe for any shares or rights  referred
to  in  this  document,  or tender any shares, except  on  the  basis  of  the
information contained in a prospectus or tender offer document.

This document is only being distributed to and is only directed at (i) persons
who are outside the United Kingdom or (ii) to investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion)  Order  2005 (the "Order") or (iii) high net  worth  entities,  and
other  persons to whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order (all such persons together being referred  to  as
"relevant  persons").  The shares are only available to, and  any  invitation,
offer or agreement to subscribe, purchase or otherwise acquire such securities
will  be  engaged  in only with, relevant persons. Any person  who  is  not  a
relevant  person  should  not  act or rely on this  document  or  any  of  its
contents.

This stock exchange release must not be released or distributed in whole or in
part  in  or  into the United States, Canada, Japan or Australia.  This  stock
exchange  release  is neither an offer to purchase nor a solicitation  for  an
offer  to  sell  shares, and the tender offer will not  be  made  directly  or
indirectly  in  the  United States, Canada, Japan or Australia  or  any  other
jurisdiction where such an offer would violate laws of that jurisdiction. This
stock  exchange release and tender offer will not and may not be  distributed,
forwarded or transmitted in any way, such as by post, fax, email or telephone,
or in any other way to or from areas where it would violate the law.

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