2007-02-19 07:26:30 CET

2007-02-19 07:26:30 CET


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Evox Rifa Group - Tender offer

KEMET CORPORATION TO MAKE A PUBLIC TENDER OFFER FOR EVOX RIFA GROUP OYJ


EVOX 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