Aldata Solution Oyj - Tender offer

TERMS AND CONDITIONS OF MANDATORY PUBLIC TENDER OFFER HAVE BEEN PUBLISHED

Aldata Solution Oyj
STOCK EXCHANGE RELEASE
26 July 2011 at 11.45 a.m. (EET)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY
OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE
LAW.

TERMS AND CONDITIONS OF MANDATORY PUBLIC TENDER OFFER HAVE BEEN PUBLISHED

As announced by Aldata Solution Oyj (Aldata) on 28 June 2011, the ownership of
Symphony Technology II-A, L.P. and its group companies (Symphony) has exceeded
30% of the shares and voting rights in Aldata. Symphony must therefore make a
mandatory public tender offer for all other shares and securities entitling to
shares in Aldata pursuant to the Finnish Securities Market Act.

Symphony has today published the terms and conditions of the mandatory tender
offer for all the shares and all the securities entitling to shares in Aldata
not held by Symphony or its subsidiaries or already owned by the Symphony
(Tender Offer) as well as information on the offer period under the Tender
Offer.

The terms and conditions of the Tender Offer are enclosed to this stock exchange
release as Appendix 1. According to the terms and conditions of the Tender
Offer, the offer document is to be published on or about 15 August 2011.

The Independent Board members of Aldata will give a statement regarding the
Tender Offer in accordance with the Finnish Securities Markets Act after the
offer document has been released.


Aldata Solution Oyj
Board of Directors

Further information:
Aldata Solution Oyj, Pertti Ervi, Vice Chairman of the Board, +33 6 85 83 91 53

About Aldata
Aldata is a global leader in supplier to consumer business optimization. We help
reduce costs, time, and waste, for retailers, distributors, and manufacturers,
while improving availability, service, and customer retention. Founded in 1988,
Aldata has an unparalleled track record of delivering successful projects for
the world's largest retail and consumer brands, wholesale and distribution
organizations, and specialist store chains. 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
Media

Appendix 1: THE TERMS AND CONDITIONS OF THE TENDER OFFER

SYMPHONY TECHNOLOGY GROUP, LLC     RELEASE       26 JULY 2011 AT 8:30 AM

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY
OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE
LAW.

SYMPHONY TECHNOLOGY GROUP TO MAKE A MANDATORY PUBLIC TENDER OFFER FOR ALL SHARES
AND OPTION RIGHTS IN ALDATA SOLUTION OYJ

Symphony Technology II-A, L.P., affiliated with Symphony Technology Group, LLC
(Symphony Technology Group), announced on 28 June 2011 that it had exceeded
three tenths of the aggregate voting rights in Aldata Solution Oyj (Aldata) thus
resulting into an obligation to make a mandatory public tender offer under the
Finnish Securities Market Act for all the remaining shares and all the other
securities entitling to shares in Aldata. Symphony Technology Group, acting
through one of its affiliates (the Offeror), hereby offers to purchase all of
the issued and outstanding shares and option rights in Aldata that are not owned
by Aldata or its subsidiaries or already owned by the Offeror (the Tender
Offer). The Offeror currently owns 28,499,875 shares in Aldata corresponding to
approximately 41.4 per cent of all the shares and voting rights in Aldata.

In the Tender Offer a cash consideration of EUR 0.61 will be offered for each
Aldata share. The consideration corresponds to the highest price paid for the
Aldata shares by the Offeror or any other party referred to in Chapter 6 Section
10, Subsection 2 of the Finnish Securities Market Act during the six month-
period preceding the triggering of the mandatory offer obligation and represents
a premium of approximately 32.6 per cent compared to the closing price of the
Aldata shares on NASDAQ OMX Helsinki Ltd. (NASDAQ OMX Helsinki) on 23 June
2011, the last trading day before the triggering of the mandatory offer
obligation, a premium of approximately 25.0 per cent compared to the volume-
weighted average trading price of the Aldata shares on NASDAQ OMX Helsinki
during the three (3) month period preceding the triggering of the mandatory
offer obligation and a premium of approximately 18.2 per cent compared to the
volume-weighted average trading price during the six (6) month period preceding
the triggering of the mandatory offer obligation.

The consideration offered for Aldata's option rights in the Tender Offer will be
paid in cash and is as follows: EUR 0.01 for option rights 2008A; EUR 0.19 for
option rights 2008B; EUR 0.19 for option rights 2008C; EUR 0.19 for option
rights 2008D; EUR 0.19 for option rights 2008E; EUR 0.19 for option rights
2008F; and EUR 0.01 for option rights 2008G.

BACKGROUND AND REASONS FOR THE TENDER OFFER

Aldata is a global leader in retail and distribution optimization software and
services. Aldata helps reduce costs, time, and waste, for retailers,
distributors, and manufacturers, while improving availability, service, and
customer retention. Founded in 1988, Aldata has a track record of delivering
successful projects for the world's largest retail and consumer brands,
wholesale and distribution organizations, and specialist store chains. Aldata
Group's net sales for the financial year ended 31 December 2010 amounted to EUR
73.1 million and Aldata employed an average of 530 persons during the financial
year.

Symphony Technology Group is a strategic private equity firm with the mission of
investing in and being a partner in building software and services companies.
Symphony Technology Group's current portfolio consists of ten global companies
with combined revenue of approximately USD 2.5 billion and 15,000 employees
spread across North America, Europe and Asia."We have been an investor in Aldata since 2006, and at this time believe that a
more consolidated ownership structure for Aldata will serve the business better.
Our offer is not conditional on us reaching any specific ownership level and we
believe that the Company, its customers, employees and other shareholders will
benefit from this offer regardless of the eventual ownership level that we
achieve through the offer" says William Chisholm, Managing Director of Symphony
Technology Group.

tender offer IN BRIEF

The acceptance period of the Tender Offer is expected to commence on 15 August
2011 and run for approximately four (4) weeks. The Offeror reserves the right to
extend the acceptance period in accordance with the terms and conditions of the
Tender Offer.

The completion of the Tender Offer will be subject to the receipt of any
necessary regulatory approvals, permits and consents, including competition
clearances, on terms acceptable to the Offeror. The Offeror preliminarily
expects to receive any necessary clearances following a first phase
investigation by the relevant authorities. The Tender Offer is not conditional
on the Offeror reaching a certain ownership level in Aldata.

The Tender Offer will be financed through the Offeror's existing cash balances
and credit lines and the Tender Offer will not be conditional upon obtaining
financing for the Tender Offer.

Detailed terms and conditions of the Tender Offer and information on how to
accept the Tender Offer will be included in the tender offer document expected
to be published by the Offeror on or about 15 August 2011.

ADVISORS

Roschier, Attorneys Ltd. acts as Symphony Technology Group's legal advisor in
connection with the Tender Offer. UB Securities Ltd acts as the arranger of the
Tender Offer.


SYMPHONY TECHNOLOGY GROUP, LLC


For further information, please contact:
William Chisholm, Symphony Technology Group, tel. +1 650 935 9531

For more information about Symphony Technology Group, please visit:
www.symphonytg.com.

THIS RELEASE MUST NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG
KONG. THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT
THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE
INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE
DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR
PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER
DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND THE TENDER OFFER DOCUMENT AND RELATED
ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED
INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR,
THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY
USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING,
WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF
INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES
EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG
KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR
INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA,
SOUTH AFRICA OR HONG KONG.


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