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2007-02-19 07:26:30 CET 2007-02-19 07:26:30 CET Evox Rifa Group - Tender offerKEMET CORPORATION TO MAKE A PUBLIC TENDER OFFER FOR EVOX RIFA GROUP OYJEVOX RIFA GROUP OYJ STOCK EXCHANGE RELEASE on February 19, 2007 KEMET CORPORATION TO MAKE A PUBLIC TENDER OFFER FOR EVOX RIFA GROUP OYJ Kemet Corporation and Evox Rifa Group Oyj have today entered into a combination agreement whereby Kemet Corporation, or a wholly owned subsidiary, will make a public tender offer to acquire all of the issued and outstanding shares in Evox Rifa Group Oyj. The offer price for the shares in Evox Rifa Group Oyj will be EUR 0.12 per share payable in cash. The offer price represents a premium of approximately 47 per cent compared to the volume-weighted average trading price of the Evox Rifa Group Oyj shares on the Helsinki Stock Exchange during the last 12 months and approximately 44 per cent compared to the average trading price during the last 3 months. Kemet Corporation will also offer to acquire all of the loan notes under the convertible capital loan issued by Evox Rifa Group Oyj for a consideration corresponding to the aggregate of the nominal amount of EUR 100 plus accrued interest up to and including the closing date of the tender offer. At the date hereof, Evox Rifa Group Oyj's equity capital amounts to EUR 8,908,400.90 and the number of shares outstanding to 178,156,018. The convertible capital loan issued by Evox Rifa Group Oyj amounts to EUR 5,587,900 and the loan notes issued thereunder can be converted into a total of 41,909,250 new shares in Evox Rifa Group Oyj. Major shareholders commitment to sell Evox Rifa Group Oyj shareholders Fennogens Investments S.A., Veikko Laine Oy, Mr. Wee Cheng Hoon, Mr. Henrik Ehrnrooth and Mr. Pertti Laine representing approximately 51.7 per cent of the share capital of Evox Rifa Group Oyj, have undertaken irrevocably and unconditionally to accept the tender offer. Kemet Corporation currently has no holdings in Evox Rifa Group Oyj. Statement of CEO of Kemet Corporation, Mr. Per Lööf: “We are pleased to bring Evox Rifa within the Kemet group of companies, and look forward to integrating these operations into our business,” said Per Lööf, Chief Executive Officer of Kemet Corporation. “The high quality product offerings by Evox Rifa will be an excellent complement to Kemet's existing product portfolio, and we believe the advanced technology of their manufacturing operations will reinforce our position as a technology leader in the field of passive components.” Statement of President and CEO of Evox Rifa Group Oyj, Mrs. Tuula Ylhäinen: “I am confident that the employees of Evox Rifa worldwide will be enthusiastic about the opportunity to join forces with a passive electronic components technology leader such as Kemet,” said Tuula Ylhäinen, President and Chief Executive Officer of Evox Rifa Group Oyj. “We believe the combination of our product and processing technology together with Kemet's global logistics and customer service capability will provide our customers with enhanced opportunities. We are excited about the prospect of becoming a part of the Kemet organization.” Statement of Evox Rifa Group Oyj Vice Chairman of the Board of Directors, Mr. Jerker Molander: “The Evox Rifa board has carefully assessed the merits of the offer presented by Kemet and has decided to recommend to our shareholders to accept the offer,” said Jerker Molander, Vice Chairman of the Board of Directors of Evox Rifa. ”Kemet is a strategic buyer with the capacity to further develop Evox Rifa's activities on the long term.” Board of Directors preliminary statement and Fairness opinion Evox Rifa Group Oyj has a strong market position in selected target markets, a high level of engineering capability and long-standing customer relationships. Evox Rifa Group Oyj operates in a global and highly competitive market in which demand and production has, in recent years, transferred to Asia, especially China. Evox Rifa Group Oyj is significantly smaller than its global competitors, and while the demand for its products is growing, the electronics business is cyclical in nature. Maintaining competitiveness demands continued investment in production process improvement, development of new products and technology. In the opinion of the Board of Directors of Evox Rifa Group Oyj, the market position of the company can be further strengthened and the aforementioned changes in the business environment better managed together with a business partner, and a combination with Kemet Corporation is a better solution for the shareholders than to continue as an independent company. Pursuant to the combination agreement, Kemet Corporation will offer to the Evox Rifa Group Oyj shareholders an offer consideration of EUR 0.12 per share and, to the holders of each convertible loan note, the aggregate of the nominal amount of EUR 100 plus accrued interest. The per share offer consideration is approximately 38 per cent higher than the one month volume-weighted average trading price, 44 per cent higher than the three months' volume-weighted average trading price and 47 per cent higher than the six months' volume-weighted average trading price for the time period prior to the publication of the offer. The per share offer consideration is lower than the EUR 0.133 conversion rate of the convertible loan notes. In order to evaluate the offer made by Kemet Corporation, the Board has requested Advium Corporate Finance, eQ Pankki Oy (“Advium”) to provide a fairness opinion. According to the opinion given by Advium, on this date and based on assumptions given in the opinion, the consideration offered by Kemet Corporation to the shareholders and to the holders of securities entitling to shares is fair. Considering the aforementioned information, the Board is of the opinion that the offer consideration to be offered in Kemet Corporation's public tender offer is fair from the perspective of the shareholders and holders of convertible loan notes, as a result of which the Board recommends the shareholders and holders of convertible loan notes to accept the offer. At this time, the Board gives its recommendation in respect of the amount of the offer consideration. In connection with the publication of the tender offer document the Board will issue its full statement concerning the offer as required by the Securities Market Act. Two Members of the Evox Rifa Group Oyj Board, Mr. Henrik Ehrnrooth and Mr. Pertti Laine, have not participated in and will not participate in the Board of Directors' decisions on this transaction due to a potential conflict of interest relating to their above mentioned commitments towards Kemet Corporation. Terms and Conditions of the offer and the Combination Agreement The tender offer period is expected to commence on 12 March 2007 and expire on 12 April 2007. Kemet Corporation will reserve the right to extend or discontinue the offer period in accordance with the terms and conditions of the offer. The completion of the tender offer will be subject to the following conditions: (a)the valid tender of shares and loan notes representing more than 2/3 of the issued and outstanding shares and votes of Evox Rifa Group Oyj on a fully diluted basis (i.e. taking into consideration the effect of the conversion of all the loan notes, including without limitation those validly tendered, as if they all were converted into Evox Rifa Group Oyj shares, whether or not they actually are); (b)the receipt of all necessary regulatory and other permits and approvals, including clearances from the competition authorities in Germany, on terms reasonably acceptable to Kemet Corporation; (c)no event, circumstance or change having occurred after the announcement of the tender offer that results in or constitutes, or that can reasonably be expected to result in or constitute, a material adverse change (as defined in the terms and conditions of the offer); (d)Kemet Corporation not, after the announcement of the tender offer, having received information previously undisclosed to it that has resulted in or constituted, or that can reasonably be expected to result in or constitute, a material adverse change (as defined in the terms and conditions of the offer); (e)no court or regulatory authority of competent jurisdiction having given an order or issued any regulatory action preventing, postponing or materially challenging the consummation of the tender offer; (f)the Board of Directors of Evox Rifa Group Oyj having issued its full statement regarding the tender offer (as required by the Finnish Securities Markets Act) within two (2) banking days from the commencement of the offer period recommending the shareholders and holders of loan notes to accept the tender offer and such recommendation remaining in force and not being changed; (g)the combination agreement between the parties not having been terminated and remaining in force; and (h)the undertaking by Fennogens Investment S.A., Veikko Laine Oy, Mr. Wee Cheng Hoon, Mr. Henrik Ehrnrooth and Mr. Pertti Laine, respectively, to accept the tender offer remaining in force in accordance with its present terms. Kemet Corporation reserves the right to complete the tender offer even if the conditions for the completion of the tender offer are not fulfilled. As regards the competition clearance mentioned above, Kemet Corporation expects to receive such clearance within the offer period anticipated above. Under the combination agreement, the Board of Directors of Evox Rifa Group Oyj has undertaken not to withdraw the recommendation for Kemet Corporation's offer unless required to do so by the fiduciary duties of the Board of Directors under applicable laws and regulations. The Board has also agreed not to directly or indirectly initiate or encourage any competing proposals and, subject to its fiduciary duties, not to facilitate any competing proposal. The combination agreement also includes representations, warranties and undertakings by Evox Rifa Group Oyj customary in transactions of a similar nature. Detailed terms and conditions of the tender offer will be included in the tender offer document to be published by Kemet Corporation before the commencement of the offer period. The tender offer documentation will be made available at Evox Rifa Group Oyj's web site. Kemet Corporation may under the combination agreement decide to transfer the public tender offer to a wholly owned, direct or indirect subsidiary to be used as an acquisition vehicle in connection with the offer. Kemet Corporation has adequate financial resources available to complete the tender offer and the offer will not be conditional upon obtaining financing for the offer. Kemet Corporation's intention is to acquire all the shares and loan notes in Evox Rifa Group Oyj and to cause the shares of Evox Rifa Group Oyj to be delisted from the Helsinki Stock Exchange as soon as permitted and practicable under applicable laws and regulations. Press conference Kemet Corporation will host a press conference for representatives of the media and analysts which will take place in Helsinki today 19 February 2007 at 11:00 am Finnish time at the Palace Hotel, Eteläranta 10, 10th floor, room 1. Hannes Snellman Attorneys at Law Ltd. acts as Evox Rifa Group Oyj's legal counsel. EVOX RIFA GROUP OYJ Board of Directors INFORMATION REGARDING EVOX RIFA GROUP OYJ Evox Rifa Group Oyj manufactures passive electronic components, specializing in plastic film, paper and electrolytic capacitors. Their major customer groups are in industrial, automotive and consumer electronics and the lighting industry. Evox Rifa Group Oyj's strength lies in the design and production of customized products that require specialist expertise. Evox Rifa Group Oyj, with headquarters in Finland, has a worldwide sales and distribution network. Its production plants are located in Indonesia, Great Britain, China, Sweden and Finland. Evox Rifa Group Oyj has two global business areas: Electrolytic Capacitors and Film and Paper Capacitors. Additional information can be found at http://www.evoxrifa.com. INFORMATION REGARDING KEMET CORPORATION Kemet Corporation provides industry-leading, high-performance electronic component solutions, including the world's most complete line of surface-mount capacitor technologies across tantalum, ceramic, and solid aluminum dielectrics, provided with the world's best quality, delivery and service. Kemet Corporation's common stock is listed on the New York Stock Exchange under the symbol KEM. Additional information can be found at http://www.kemet.com. FURTHER INFORMATION: For Evox Rifa Group Oyj: Mr. Jerker Molander, tel +358 50 380 3845 For Kemet Corporation: Mr. Kirk Shockley, Vice President, Business Integration tel +1 864 901 1471 or +1 864 228 4291 or Mr. Dean Dimke, Director of Corporate and Marketing Communications, tel +1 864 228 4448 |
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