Aspocomp Group - Company Announcement

CASH TENDER OFFER FOR ASPOCOMP GROUP PLC'S CONVERTIBLE BONDS

Espoo, Finland, 2011-05-24 12:30 CEST (GLOBE NEWSWIRE) -- 
Aspocomp Group Plc., Company Announcement, May 24, 2011 at 1:30 p.m.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA AND THE UNITED STATES 

Introduction

Aspocomp Group Plc (“Aspocomp” or the “Company”) offers to purchase all the
convertible bonds issued by the Company on December 1, 2006 which entitle their
holders to subscribe for shares in the Company (“Convertible Bonds” ) and which
the Company has not agreed to redeem on the basis of a redemption agreement (as
defined below) (the “Tender Offer”). 

Background to the Tender Offer

On May 4, 2011, Aspocomp announced that it had signed a Letter of Intent with
TTM Technologies, Inc. (“TTM”). The Letter of Intent was signed with TTM with a
view to carry out a transaction in which TTM would pay Aspocomp EUR 14.5
million as the final payment for the receivable from the sale of Aspocomp's
subsidiary in 2007. The receivable is related to Aspocomp's remaining holding
of 20% of the shares in Meadville Aspocomp (“BVI”) Holdings Limited regarding
which the parties had agreed on a call and put option. Simultaneously, it was
agreed that the 10% minority holding of TTM's subsidiary MTG (PCB) No. 2 (BVI)
Limited in Aspocomp Oulu Oy would be redeemed through a share exchange, in
which Aspocomp would offer 12,274,335 new shares in the Company to TTM by means
of a directed issue; after the transaction, these shares would represent a
holding of approximately 19.7% in Aspocomp (the “Contemplated TTM
Transaction”). 

In addition, Aspocomp has signed agreements that are conditional to the
completion of the Contemplated TTM Transaction with the majority (69.2%) of the
holders of the Convertible Bonds (“Redemption Agreement”) and with its bank
lenders. The completion of the Contemplated TTM Transaction and the conditional
agreements with the lenders would result in the termination of Aspocomp's debt
restructuring agreement with its bank lenders and the strengthening of its
balance sheet. 

The total nominal value of the Convertible Bonds is EUR 10.3 million. Subject
to the completion of the Contemplated TTM Transaction, Aspocomp will use the
proceeds from the receivable and its existing cash balances to repay the loan
capital of its debts under the debt restructuring agreement to its bank lenders
and to buy back 69.2% of its Convertible Bonds. The said loan capital, EUR 12.9
million, would be repaid by Aspocomp in full to the bank lenders, the accrued
interest would be forfeited, and consequently the debt restructuring agreement
would be terminated. According to the Redemption Agreement, Aspocomp will buy
back its Convertible Bonds at 66.7% of the nominal value. 

The above-described transactions are expected to be completed by June 30, 2011.
The Letter of Intent signed with TTM will terminate if the definite agreements
are not signed by June 30, 2011. The stock exchange release published by the
Company on May 4, 2011 provides additional information on the above-described
transactions, including their estimated impacts on Aspocomp's financial
position. 

With this Tender Offer, the Company offers to buy back such Convertible Bonds
that are not covered by the Redemption Agreement. Therefore, the Tender Offer
is made for Convertible Bonds with a nominal value of EUR 3,170,000. 

The Tender Offer

The consideration to be offered for each Convertible Bond for which the Tender
Offer has been validly accepted is EUR 667 (the “Bond Consideration”). The Bond
Consideration corresponds to 66.7% of the nominal value of the Convertible
Bonds to which the Tender Offer applies. The Bond Consideration corresponds to
the consideration for the Convertible Bonds to be received by the bond holders
who have signed the Redemption Agreement. The Convertible Bonds are not traded
publicly and, therefore, historical price information for the Convertible Bonds
is not available. 

Provided that the Tender Offer has been validly accepted as set out in its
terms and conditions and the acceptance has not been validly withdrawn, the
holders of the Convertible Bonds will, in addition to the Bond Consideration,
be paid interest corresponding to 2.10 percent annually, calculated from the
date of payment of the consideration set out in the Redemption Agreement to the
date of payment of the Bond Consideration. The interest accrued pursuant to the
terms and conditions of the Convertible Bonds will not be paid or otherwise
compensated for in connection with the Tender Offer. 

The offer period is expected to begin on June 1, 2011 and to end on June 22,
2011. However, the offer period shall end no earlier than ten days from the
completion of the Contemplated TTM Transaction. 

A precondition for the completion of the Tender Offer is that the requirements
set forth below are fulfilled or that Aspocomp waives the fulfillment of all or
some of them: 

(i) All necessary permits, consents and approvals from the applicable
regulatory, governmental or similar authorities for the completion of the
Tender Offer have been obtained, in each case on terms that are acceptable to
Aspocomp; 

(ii) No final decision preventing the completion of the Tender Offer shall have
been issued by any court of competent jurisdiction; and 

(iii) The Contemplated TTM Transaction is completed by June 30, 2011.

On May 20, 2011, Aspocomp and its subsidiary Aspocomp Oulu Oy have agreed on
the bank financing required to finance the Tender Offer. After the completion
of the Contemplated TTM Transaction, the drawdown of the financing is in the
control of Aspocomp. 

Evli Bank Plc is the arranger of the Tender Offer.

The detailed terms and conditions of the Tender Offer will be included in the
offer document, which will be published before the offer period begins. 

For further information, please contact Sami Holopainen, CEO,
tel. +358 9 59 181.


ASPOCOMP GROUP PLC.

Sami Holopainen
President and CEO

www.aspocomp.com


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