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2007-09-20 17:50:00 CEST 2007-09-20 17:50:00 CEST REGULATED INFORMATION Satama Interactive - Notice to convene extr.general meetingINVITATION TO THE EXTRAORDINARY GENERAL MEETING OF SATAMA INTERACTIVE PLCShareholders of Satama Interactive Plc are invited to participate in the Extraordinary General Meeting (EGM) to be held at the Radisson SAS Royal Hotel, Runeberginkatu 2, 00100 Helsinki, on 5 November 2007 at 12.00. On 28 August 2007, the Boards of Directors of Satama Interactive Plc (“Satama”) and Trainers' House (“TH”) have signed a merger plan between the companies, and the merger described in the plan will be presented for the approval of the General Meeting as follows: THE MERGER: MAIN REASONS AND TERMS TH would merge into Satama through an absorption merger as set forth in chapter 16, section 2, subsection 1, paragraph 1 of the Finnish Companies Act so that all assets and liabilities of TH would be transferred to Satama without liquidation. The Boards of Directors of Satama and TH are of the opinion that the business operations of the companies complement each other. The objective of the merger is to create a significant company that utilises the business strengths of Satama and TH and the business synergies brought by the merger and that can serve its clients even better and that also provides investors with an investment object that is bigger and more interesting than before, thus improving the liquidity and price development potential of the shares. The shareholders of TH will be given new shares in Satama as merger consideration so that 2.0223 (the “Exchange Rate”) new shares in Satama will be given against each share in TH. However, no merger consideration will be paid for the shares in TH owned by Satama. PAYMENT OF THE MERGER CONSIDERATION The Board of Directors of Satama proposes that the EGM, by accepting the merger plan, shall also resolve on a share issue for the payment of the merger consideration so that up to 33.340.567 new shares in Satama will be issued. The shares will be offered as merger consideration to other shareholders of TH than Satama. If the amount of shares in Satama to be issued as merger consideration on the basis of the Exchange Rate is not a whole number for some shareholders, the fractions exceeding it will be rounded down to the nearest whole number. The determination of the merger consideration is based on the mutual relation of the values of Satama and TH. The value determination of the parties and their shares has been done by applying generally used valuation criteria. The value determination has primarily been based, as regards TH, on an analysis of future cash flows and, as regards Satama, on the market value of the company determined on the Helsinki Stock Exchange. On the basis of the negotiations and investigations conducted, the Boards of Directors of the merging companies have concluded that the distribution of the proposed consideration is well-founded and correct. The share capital of Satama will not be increased in connection with the merger. The increase in the equity of Satama will be recorded in its entirety in the invested free equity fund. The shares to be given as merger consideration will entitle the shareholder rights as of the date when the completion of the merger has been registered with the Finnish Trade Register. ENTRY INTO FORCE The merger will take effect upon registration of the completion of the merger. The planned registration date is 31 December 2007. TERMS CONCERNING THE TERMINATION OR ANNULLMENT OF THE MERGER If the merger has not taken effect by 1 April 2008, the Boards of Directors of both Satama and TH have the right to terminate the merger plan to expire immediately by serving a written notice of termination to the Board of Directors of the other company. In addition, the Boards of Directors of Satama and TH have the right, prior to the registration of the completion of the merger, to terminate the merger plan and the merger described in it in their entirety if: (i) a permanent negative change in the current essential financial operational conditions of the other company participating in the merger takes place; (ii) matters emerge which have a material negative effect on the value of one participating company and which were not known to the other company when preparing the merger plan; (iii) a competent court of law or administrative authority has made a decision that prevents the registration of the completion of the merger and that decision has become final and legally valid, or prior to that if the decision materially harms the business operations of Satama and TH; (iv) all official permits or preliminary rulings essential for Satama or TH or for all the shareholders of TH have not been received or they are not valid; or (v) the combination agreement (the “Combination Agreement”) of 28 August 2007 between Satama, TH and the shareholders of TH regarding the merger has expired in accordance with its terms and conditions. Pursuant to the terms and conditions of the Combination Agreement, the merger can be cancelled by the Board of Directors of Satama or TH within 48 hours of the closing of the EGM if the majority of the shareholders of Satama, other than TH and Isildur Oy, represented at the EGM have voted against the approval of the merger. AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY According to the merger plan, the Articles of Association of Satama would be amended in conjunction with the completion of the merger. The main content of the proposed amendments is: - the new trade name of the company would be Trainers' House Oyj, in Swedish Trainers' House Abp and in English Trainers' House Plc; and - the main line of business of the company would be to carry out training of the sales, marketing and leadership of companies and organisations, production, manufacturing, sales and transmittance of sales information systems and sales, marketing and leadership services as well as production, manufacturing, sales, distribution, maintenance and subcontracting of digital and written material relating to them and other business essentially relating to the production of digital services and training. AMENDMENTS TO THE COMPOSITION OF THE BOARD OF DIRECTORS OF THE COMPANY According to the merger plan Mr. Kai Seikku would be appointed as a new member of the Board of Directors of Satama as of the registration of the completion of the merger. DOCUMENTS Copies of (1) the merger plan with enclosures, (2) financial statements, annual reports and auditor's reports of Satama and TH from the last three financial years, (3) financial statement, Board of Directors' report and auditor's report of Satama as of 30 June 2007, (4) the resolution on the distribution of funds by TH after the latest financial year, (5) interim reports of Satama as of 31 March 2007 and 30 June 2007, (6) the report of the Board of Directors of Satama on circumstances subsequent to 30 June 2007 having a significant effect on the company's position, and (7) the statement regarding the merger plan by an authorised public accountant are available for inspection by the shareholders at the company's head office at Henry Fordin katu 6, 00150 Helsinki, Finland as of 5 October 2007. Copies of the documents will be sent to shareholders upon request. RIGHT TO PARTICIPATE A shareholder wishing to participate in the EGM must be registered as a shareholder by 26 October 2007 at the shareholder register of the company, maintained by the Finnish Central Securities Depository Ltd. REGISTRATION A shareholder wishing to participate in the EGM must give notice thereof to the company's head office at the latest on 2 November 2007 by 12.00 noon, either by writing to: Satama Interactive Plc, Legal Affairs, Henry Fordin katu 6, 00150 Helsinki, by phone: +358 (0) 207 581 581 or by e-mail: mia.luostarinen@satama.com. The letter must have been received before the registration period ends. Powers of attorney, if any, should be delivered in conjunction with the registration. Helsinki, 20 September 2007 SATAMA INTERACTIVE PLC The Board of Directors FURTHER INFORMATION Jarmo Lönnfors, CEO, tel. +358 500 405 178 DISTRIBUTION Helsinki Exchanges Prominent media sources www.satama.com - Investors |
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