Kasola Oyj - Company Announcement

KASOLA PLC'S BOARD OF DIRECTORS STATEMENT IN RELATION TO JOHN NURMINEN OY'S MANDATORY TENDER OFFER

Kasola PLC 	     	Stock Exhange Release 10 December 2007                        


KASOLA PLC'S BOARD OF DIRECTORS STATEMENT IN RELATION TO JOHN NURMINEN OY'S     
MANDATORY TENDER OFFER                                                          

Maturiala, Jari Bachmann, Sanni Bachmann and Kirta Forsström (hereinafter       
jointly “Principal Owners”) and John Nurminen LLC (hereinafter “John Nurminen”) 
and in part Kasola PLC (hereinafter “Kasola”) have on 7 September 2007 made a   
basic agreement (hereinafter “Basic Agreement”) regarding the below presented   
overall arrangement (hereinafter “Arrangement”).  On the date of this statement 
the following transactions relating to the Arrangement have been completed or   
will be completed:                                                              

Kasola has sold its current business, including  Kaso Oy and MK-Tresmer Oy      
shares as well the real estates and leaseholds (including the buildings) owned  
by Kasola to the Principal Owners or a party appointed by the Principal Owners; 
Kasola as the acquiring company in John Nurminen's overall demerger will acquire
John Nurminen's logistics business and will give the shareholders of John       
Nurminen 9,999,989 Kasola's new shares;                                         
a public tender offer for Kasola's shares will be launched (i.e. the mandatory  
tender offer referred to in this statement) for the price of EUR 5 per share;   
Kasola will remove voting shares (K-class) by converting the K-class shares into
A-class shares. As a compensation for the loss of voting rights Kasola will give
gratuitously four new A-class shares in the Company for each five K-class       
shares, altogether 240,000 new Kasola shares.                                   
John Nurminen, and after the demerger new John Nurminen Oy, undertakes to buy   
from the Kasola shareholders 60 percent of the Kasola shares owned by them for  
the price of EUR 6.80 per share that are in their possession on all of the      
following three dates which are: a) the bank day (7 December 2007 by estimate)  
preceding mandatory tender offer b) the bank day (14 January 2008 by estimate)  
following the settlement day of mandatory tender offer c) 30 June 2010. Should  
the number of shares held by a shareholder vary on the three dates referred to  
above, the 60 percent quota will be calculated of the lowest number of shares.  

Kasola has sold its business and the company has not had any ordinary business  
operations after 30 November 2007.                                              

After the Principal Owners and John Nurminen made the Basic Agreement and John  
Nurminen became a shareholder in Kasola on 7 September 2007, John Nurminen and  
the Principal Owners were - in accordance with the decision given by the        
Financial Supervision Authority (register number 30/252/2007) - obliged to make 
a mandatory tender offer (hereinafter “Tender Offer Obligation”) for shares in  
Kasola. As agreed in the Basic Agreement, John Nurminen, new John Nurminen Oy   
and Juha Nurminen accepted the responsibility for all liabilities of the        
Principal Owners concerning the mandatory tender offer.                         

John Nurminen, the Principal Owners and new John Nurminen Oy (hereinafter       
“Offerors”) have announced that they will make the mandatory tender offer       
referred to in this statement (hereinafter “Tender Offer”) for all A-class      
shares in Kasola. The offer consideration for the shares is EUR 5.00            
(hereinafter “Offer Consideration”) in cash for each A-class share in respect of
which the Tender Offer has been validly approved in accordance with the terms   
and conditions of the Tender Offer.                                             

The Tender Offer period will begin on 10 December 2007 at 10:00 (Finnish time)  
and will end on 4 January 2008 at 16:00 (Finnish time), unless the Tender Offer 
period is extended.                                                             

The Offerors have provided the Board of Directors of Kasola with the latest     
version of tender offer document delivered to Financial Supervision Authority   
(hereinafter “Tender Offer Document”). After having evaluated the Tender Offer  
and its conditions the Board of Directors of Kasola issues its statement        
referred to in Chapter 6 of Finnish Securities Markets Act and recommendation   
regarding the procedures in takeover bids (Helsinki Takeover Code).             

The closing price of Kasola's A-class shares on 6 September 2007, i.e. the bank 
day preceding the Tender Offer Obligation, was EUR 3.5. The                     
trading-volume-weighted average price of Kasola shares on the Helsinki Stock    
Exchange over a three-month period preceding the Tender Offer Obligation, i.e.  
from 7 June 2007 to 6 September 2007, equaled EUR 3.63. Correspondingly, the    
volume-weighted average price during the twelve months preceding the Tender     
Offer Obligation, i.e. from 7 September 2006 to 6 September 2007, was equal to  
EUR 3.61.                                                                       
                                                                                
The Offer Consideration of EUR 5.00 corresponds to a premium of approximately   
42.9 percent compared with the Kasola share's closing price in the Helsinki     
Stock Exchange on 6 September 2007 and to a premium of approximately 37.7       
percent compared with the volume-weighted average price during the three (3)    
months preceding the Tender Offer Obligation. The premium compared with the     
volume-weighted average price during the 12 months preceding the Tender Offer   
Obligation equals approximately 38.3 percent.                                   

Based on the Tender Offer there can not be a situation where ownership of a     
shareholder would exceed nine-tenths (9/10) of all Kasola shares and the total  
voting rights attached to the shares. Hence, none may present a redemption claim
in accordance with the Chapter 18 of the Finnish Companies Act based on Tender  
Offer.                                                                          

Statement regarding strategy and personnel                                      

After Kasola sold its business it has not had any ordinary business operations  
after 30 November 2007 and the personnel of the company has been formed by the  
managing director Tapani Väljä. The registered company name of Kasola will be   
changed to Nurminen Logistics PLC and the company will carry on the logistics   
business that will be transferred to Kasola after the execution of John         
Nurminen's demerger (1 January 2008 by estimate) as a part of the Arrangement.  
The information regarding company's strategy and personnel are presented in the 
prospectus that has been published by Kasola today. Based on information        
received from John Nurminen the Board of Directors evaluates that the Tender    
Offer will not have immediate effect on the business that will be transferred to
the company or status of personnel of Nurminen Logistics PLC to be formed.      

Recommendation of the Board of Directors                                        

In the Arrangement the Kasola shareholders have the possibility to remain       
shareholders in the new logistics company to be formed in the Arrangement or to 
accept the Tender Offer.                                                        

The Board of Directors evaluates that owning of shares in the new logistics     
company to be formed in the Arrangement may be a reasonable long-term           
investment. In addition, the Board of Directors has in this alternative taken   
into account as one economic benefit the fact that John Nurminen has given an   
undertaking, pursuant to the terms and conditions set forth in detail in the    
Tender Offer Document, to buy from the Kasola shareholders 60 percent of the    
Kasola shares owned by them for the price of EUR 6.80 per share that are in     
their possession on all of the following three dates which are: a) the bank day 
(7 December 2007 by estimate) preceding mandatory tender offer b) the bank day  
(14 January 2008 by estimate) following the settlement day of mandatory tender  
offer c) 30 June 2010. John Nurminen has not given any security for the         
undertaking.                                                                    

If a shareholder desires to accept the Tender Offer, the Board of Directors     
evaluates the Offer Consideration to be reasonable.                             

The evaluation of the Board of Directors is party based on Fairness Opinion it  
has received from its financial advisor Deloitte Corporate Finance. The Board of
Directors sees that both alternatives are reasonable for Kasola shareholders    
from the economic point of view.                                                

Based on the above discussed reasons the Board of Directors is unable to        
evaluate which one of the alternatives, acceptance or refusal of the Tender     
Offer, is more beneficial for shareholders from the economic point of view.  The
Board of Directors emphasize that each shareholder must independently decide for
his/her part on the acceptance of the Tender Offer. The recommendation of the   
Board of Directors is not to be considered as investment counselling and the    
Board of Directors is unable to evaluate general share price development or     
risks relating to investing. When assessing whether to accept or refuse the     
Tender Offer the shareholders take into account all information presented in the
Tender Offer Document published by the Offerors today.                          

The member of the Board of Directors Jari Bachmann is one of the Offerors and he
did not participate on the handling of the Tender Offer in the Board of         
Directors or issuing of this recommendation. The member of the Board of         
Directors Olli Pohjanvirta is a member of Board of Directors of John Nurminen   
which is one of the Offerors and he did not participate on the handling of the  
Tender Offer in the Board of Directors or issuing of this recommendation. The   
independent members of Board of Directors have formed their opinions on Tender  
Offer independently and have participated in the decision-making relating to    
this recommendation. The decision if the Board of Directors in unanimous.       

In Helsinki, December 7, 2007                                                   

Kasola PLC                                                                      


Board of Directors                                                              

Further information:                                                            
                                                                                
Tapani Väljä                                                                    
Managing Director                                                               
                                                                                
Kasola PLC                                                                      
0400 505 078                                                                    
tapanivalja.kasola@kaso.fi                                                      
www.kasola.fi                                                                   


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