Rocla Oyj - Tender offer

STATEMENT IN ACCORDANCE WITH CHAPTER 6, SECTION 6 OF THE SECURITIES MARKETS ACT

ROCLA OYJ  STOCK EXCHANGE RELEASE	NOVEMBER 7, 2008 9.00 a.m.                    


STATEMENT IN ACCORDANCE WITH CHAPTER 6, SECTION 6 OF THE SECURITIES MARKETS ACT 

With reference to Rocla Oyj's stock exchange release of November 6, 2008        
relating to the public tender offer of Mitsubishi Caterpillar Forklift Europe   
B.V., the board of directors of Rocla Oyj hereby issues the following statement 
in accordance with the Securities Markets Act Chapter 6, Section 6 concerning   
the public tender offer of Mitsubishi Caterpillar Forklift Europe B.V.          


STATEMENT OF THE BOARD OF DIRECTORS OF ROCLA OYJ REGARDING THE VOLUNTARY PUBLIC 
TENDER OFFER OF MITSUBISHI CATERPILLAR FORKLIFT EUROPE B.V. CONCERNING THE      
OUTSTANDING SHARES AND SHARE OPTIONS OF ROCLA OYJ                               

Rocla Oyj (“Company” or “Rocla”), Mitsubishi Caterpillar Forklift Europe B.V.   
and its parent company Mitsubishi Heavy Industries, Ltd. have on 23 October 2008
entered into a Combination Agreement based on which Mitsubishi Caterpillar      
Forklift Europe B.V. has decided to make a voluntary public tender offer        
(“Tender Offer”) for all of the outstanding shares of Rocla which are not owned 
by the Company or by the offeror or its group companies (“Shares” or each       
individually “Share”) and share options (“Options”) in accordance with the      
Securities Markets Act (495/1989), Chapter 6, and under the terms and conditions
of the tender offer document dated 6 November 2008 (“Tender Offer Document”)    
which will be published on 10 November 2008.                                    

Rocla is a public company, whose shares are traded at the Nasdaq OMX Helsinki   
Ltd. (“Nasdaq OMX Helsinki”) with a trading code ROC1V. The offeror, Mitsubishi 
Caterpillar Forklift Europe B.V., is a limited liability company established    
under the laws of the Netherlands.                                              

Mitsubishi Caterpillar Forklift Europe B.V.'s objective, according to the Tender
Offer Document, is to acquire all of the outstanding share capital of the       
Company. However, the Tender Offer is not bound to a certain threshold to be    
acquired. It is the intention of the offeror to cause the Shares to be delisted 
from Nasdaq OMX Helsinki as soon as permitted and practicable under applicable  
laws and regulations.                                                           

The consideration to be offered for each Share validly tendered is EUR 13.00.   
The consideration to be offered for Options is EUR 2.07 for each Option.        

Mitsubishi Caterpillar Forklift Europe B.V. has notified that the offer period  
(”Offer Period”) commences on 10 November 2008, 9.30 a.m. (Finnish time) and    
expires 12 December 2008, 4.00 p.m. (Finnish time), unless the Offer Period is  
extended.                                                                       

Details are included in the Tender Offer Document.                              


Statement of the board of directors                                             

The board of directors of Rocla issues this statement in accordance with        
Securities Markets Act Chapter 6, Section 6 and in accordance with the          
recommendation on procedures to be complied with in public tender offers.       

The board of directors of Rocla has evaluated the Tender Offer and its terms    
based on the Tender Offer Document, the fairness opinion acquired from          
Icecapital Securities Ltd. and other information that has been available.       

Mitsubishi Caterpillar Forklift Europe B.V. and its affiliates currently own    
28.14% of the Company's shares. It has come to the board of directors' attention
that the Company's shareholders Oy Etra-Invest Ab, Eero Karvonen and EVK-Capital
Oy have undertaken to accept the Tender Offer made by Mitsubishi Caterpillar    
Forklift Europe B.V. The combined ownership of the above-mentioned shareholders 
is 27.70%.                                                                      
The board of directors' opinion, based on the Tender Offer Document, is that the
Tender Offer will not have immediate effects to the assets of the Company nor to
the position of the management or employees of the Company.                     

The strategic plans of Mitsubishi Caterpillar Forklift Europe B.V. relating to  
the operative business of the Company that have been presented in the Tender    
Offer Document are realisable.                                                  


Recommendation of the board of directors                                        

The board of directors estimate the price of EUR 13.00 for each Share to be fair
taking into account, among others, the share price of the Shares preceding the  
Tender Offer, the share price on the date of this statement, the purchase price 
multiples of comparable companies, the key financial figures of the Company as  
per 31 December 2007 and previous financial years, Q3 interim report as well as 
other risks relating to the ownership of shares during the current market       
situation.                                                                      

The evaluation of the board of directors is partly based on the fairness opinion
received from its financial advisor Icecapital Securities Ltd, according to     
which the consideration offered by Mitsubishi Caterpillar Forklift Europe B.V.  
is fair from a financial point of view to the shareholders, taking into account 
the qualifications in the opinion.                                              

The shareholders of Rocla, who do not accept the Tender Offer, will obtain the  
right to demand the redemption of their Shares in accordance with the Companies 
Act (624/2006, as amended), should the ownership or voting rights of Mitsubishi 
Caterpillar Forklift Europe B.V. increase above 90% due to result of the Tender 
Offer or otherwise.                                                             

The consideration to be offered for Options according to the Tender Offer is EUR
2.07 for each Option. The board of directors estimates the price of EUR 2.07 for
each A-option to be in accordance with market practice.                         

Since the Tender Offer is subject to removal of the redemption obligation in    
Article 12 of the Articles of Association of Rocla, the board of directors      
recommends that the shareholders of the Company decide to remove the redemption 
obligation from the Articles of Association in the Extraordinary General Meeting
invited to convene on December 1, 2008 by a separate stock exchange release     
issued today.                                                                   

The board of directors emphasizes that this statement is not investment advisory
in nature and the board of directors cannot especially be expected to evaluate  
common price development or the risks usually relating to investing. The board  
of directors encourages the Company's shareholders and option holders to        
independently decide whether to accept the Tender Offer made by Mitsubishi      
Caterpillar Forklift Europe B.V. for their Shares and Options. When making such 
decision, the information which is presented in the Tender Offer Document should
be taken into account as well as this statement from the board of directors in  
its entirety as well as other circumstances.                                    

The board of directors of Rocla has processed the Tender Offer and gives this   
statement unanimously in a composition which includes the following members of  
the board of directors: Mr. Vesa Puttonen, Mr. Ilkka Hakala and Mr. Christian   
Ramm-Schmidt. The member of the board of directors Mr. Eero Karvonen has not    
participated in the decision-making in the matter including the decision to     
enter into the Combination Agreement and the decision to issue this statement   
since he has given an undertaking for his own behalf and in behalf of a company 
controlled by him to accept the Tender Offer. The member of the board of        
directors Mr. Naoyuki Matsumura has neither participated in the preparation of  
the matter nor in the decision-making. The board of directors has not received  
or solicited any competing offers.                                              

Icecapital Securities Ltd. has operated as financial advisor to the board of    
directors for evaluating the fairness of the offered consideration. Attorneys at
law Borenius & Kemppinen Ltd has acted as legal advisor to the board of         
directors.                                                                      

Rocla Oyj                                                                       
Board of directors                                                              

Further information:                                                            

Vesa Puttonen, chairman of the board of directors, Rocla Oyj, puh. +358 40 7090 
284                                                                             

Distribution:                                                                   
Nasdaq OMX Helsinki                                                             
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