Aldata Solution Oyj - Tender offer

ALDATA ACQUIRES APOLLO RETAIL SPACE PLANNING BUSINESS FROM IRI

Aldata Solution Oyj
STOCK EXCHANGE RELEASE
16 December 2008 at 9.00 a.m. (EET)


ALDATA ACQUIRES APOLLO RETAIL SPACE PLANNING BUSINESS FROM IRI

Aldata Adds Leading Space and Assortment Optimization Products to
G.O.L.D. Retail Suite, Increasing U.S. and Global Retail Sector
Presence

Aldata Solution Oyj (Aldata), the leading provider of software
solutions to the retail and wholesale industries, and Information
Resources Inc. (IRI), the leading global provider of consumer,
shopper, and retail market intelligence and insights for the consumer
packaged goods (CPG), retail and healthcare industries, announced
today that they have entered into a definitive agreement under which
Aldata acquires all of the assets of IRI's Apollo Retail Space and
Assortment Planning business unit. Apollo Space Planning software is
used by over 300 retail and CPG companies with over 8000 individual
users worldwide and contains over 20 years of accumulated retail
planning and optimization domain knowledge."The addition of the Apollo business is a natural fit for Aldata"
said Bertrand Sciard, President and CEO of Aldata, "Firstly the
combination of products provides best-of-breed integrated planning,
optimization, delivery, and replenishment of retail merchandizing
operations. Secondly, Apollo's substantial U.S. customer base fits
Aldata's stated strategy to build a larger presence in the U.S.
market.  And thirdly, both companies have shared heritage,
experience, and customers in the high-volume food, grocery and CPG
market sectors. For year 2009 Aldata expects this acquisition to have
a positive effect on both net sales and on profitability."


Description of acquired assets
Aldata is acquiring the assets and property used in or relating to
the Apollo business. This covers the product IPR, employees,
contracts, orders and tenders outstanding together with all fixtures
and fittings and related office and computer equipment currently
being used by the Apollo business. Trade debtors and prepayments at
the date of closure are not being transferred to Aldata. Accounts
receivable will be collected by IRI and payments from collected
receivables will be made to Aldata in order to cover for all
financial liabilities, like some employee related liabilities, that
are transferred to Aldata in the deal. The seller has guaranteed to
cover all such financial liabilities.

The acquired unit has in total 38 employees, of which 26 are based in
the US and 12 are in Europe. The Apollo business generated in the
first 9 months of 2008 approximately USD 8.0 million in net sales and
an EBITDA of USD 1.9 million.


Deal structure
The total purchase price for the Apollo business and the assets is
USD 10.5 million (EUR 7.8 million calc.rate 1.346), which consists of
following items: USD 9.25 million (EUR 6.9 million) paid at signing,
USD 0.5 million (EUR 0.4 million) paid at signing into an Escrow
Account designated by the Parties until 30th April 2010 as security
for any claims that the Purchaser may have presented against the
Seller under the asset purchase agreement and a maximum of MUSD 0.75
(EUR 0.6 million) as additional purchase price based on the units
2009 financial performance and which will be paid after 2009
financial audit has taken place. The transaction has been executed
and is not anymore dependent on any special conditions.


Decision making process
The main owner of IRI, the seller, is Symphony Technology Group
(STG), which through direct and indirect holdings of shares controls
over 25% of the shares and votes in Aldata. Therefore only those
members of the Board of Directors, who during the negotiations or at
signing of the transaction did not have any engagements with the
seller or its main owner participated in the preparation and
decision-making in relation to the transaction. For the decision
making process, Aldata received a Fairness Opinion from Thomas Weisel
Partners Group, an independent investment bank.


No change in Aldata's 2008 outlook
The deal is not expected to have a material impact on Aldata's net
sales and profits in 2008.


Helsinki, December 16, 2008

Aldata Solution Oyj

Board of Directors


Further information:
Thomas Hoyer, CFO, tel. +358 10 820 8010


Aldata 100% Retail-Wholesale
At Aldata 100% of our business is dedicated to retail and wholesale
business improvement. We provide our customers with modern, flexible
and integrated software solutions specifically designed to increase
productivity, performance and profitability. With over 24,000
successful installations across 52 countries, from convenience store
to hypermarket, 480+ live warehouses and customers with 5 to 5,000
outlets, we consistently deliver the goods for retail and wholesale
business improvement. Aldata Solution is a public company quoted on
NASDAQ OMX Helsinki Ltd with the identifier ALD1V. More information
at: www.aldata-solution.com.


Distribution:
NASDAQ OMX Helsinki Ltd
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