2007-09-24 16:45:00 CEST

2007-09-24 16:45:00 CEST


REGULATED INFORMATION

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Salcomp Oyj - Company Announcement

STATEMENT BY THE BOARD OF DIRECTORS REGARDING NORDSTJERNAN AB'S MANDATORY PUBLIC


Salcomp Plc 	Stock Exchange Release 24 September 2007 at 17.45 Finnish time     

STATEMENT BY THE BOARD OF DIRECTORS REGARDING NORDSTJERNAN AB'S MANDATORY PUBLIC
TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN SALCOMP PLC                    


The Board of Directors of Salcomp Plc has issued statement regarding the        
mandatory public tender offer of Nordstjernan AB in accordance with Chapter 6,  
Section 6 of the Finnish Securities Market Act as follows:                      

Nordstjernan AB (“Nordstjernan”) has by an agreement dated 25 June 2007 and a   
related call option acquired shares in Salcomp Plc (“Salcomp” or the “Company”) 
corresponding to 52.3 per cent of the Company's share capital and voting rights 
(the “Transaction”). Nordstjernan's holding in the Company exceeded 50 per cent 
on 12 September 2007, as a result of which Nordstjernan became obliged to make a
public tender offer for all the remaining shares and securities entitling to the
shares in the Company in accordance with Chapter 6, Section 10 of the Finnish   
Securities Market Act. The Company has not been a party to or contributed to the
Transaction.                                                                    

Nordstjernan has on 12 September 2007 made a mandatory public tender offer for  
Salcomp's all shares and option rights not held by Salcomp or its subsidiaries  
(the “Tender Offer”). Nordstjernan offers for each share EUR 4.01 in cash and   
for each option right EUR 0.98 in cash. The price offered for the shares is the 
highest price paid by Nordstjernan for the Company's shares during a period of  
six months preceding the triggering of the offer obligation. The price offered  
for the shares, EUR 4.01, is 3.6 per cent lower than the closing price of       
Salcomp's shares on the Helsinki Stock Exchange on the last trading day         
preceding the triggering of the offer obligation (EUR 4.16), 10.3 per cent lower
than the volume-weighted average trading price of Salcomp's shares on the       
Helsinki Stock Exchange during the 3-month period preceding the triggering of   
the offer obligation (excluding the Transaction), and 19.3 per cent higher than 
the average trading price during the 12-month period preceding the triggering of
the offer obligation (excluding the Transaction). The price offered for the     
option rights, EUR 0.98 for each option right, corresponds to the mathematical  
value of the option rights i.e. the price offered for the shares EUR 4.01 less  
the subscription price of the outstanding shares EUR 3.03. The offer period of  
the Tender Offer has commenced on 14 September 2007 and will expire on 5 October
2007, unless the offer period is extended in accordance with the terms and      
conditions of the Tender Offer.                                                 

The Company's Board has requested an opinion from HSH Corporate Finance Ltd.    
regarding the fairness of the price offered in the Tender Offer (the “Opinion”).
HSH Corporate Finance Ltd. has in its Opinion given on 24 September 2007        
concluded as its opinion that it cannot consider the price offered in the Tender
Offer as a fair price from a financial perspective for Salcomp's shareholders   
and holders of option rights.                                                   

The Board of Directors of Salcomp has evaluated the Tender Offer and its terms  
and conditions based on Nordstjernan's tender offer document dated 12 September 
2007, and gives its statement on the Tender Offer in accordance with Chapter 6, 
Section 6 of the Finnish Securities Market Act. The opinion of the Board at the 
date of this statement is that the price offered in the Tender Offer is too low 
considering the trading price of the Company's shares, the Company's published  
future outlook and HSH Corporate Finance Ltd.'s Opinion mentioned above and that
accordingly, the price offered is not a fair price from the perspective of the  
Company's shareholders and holders of option rights. Thus, the Company's Board  
of Directors cannot recommend the acceptance of the Tender Offer.               

According to the Finnish Securities Market Act the Board of Salcomp has to issue
a well-founded opinion on the strategic plans presented by the offeror and their
likely effects on the operations and employment in the Company. Nordstjernan has
stated in its tender offer document that the completion of the Tender Offer will
have no immediate effect on Salcomp's operations or assets or the current terms 
of employment in the Company. Further, the offeror has stated as its strategic  
plans that it intends to continue the Company's operations without immediate    
significant changes and that the Tender Offer is not expected to lead to        
significant changes in the current terms of employment, decreases in the number 
of jobs or changes in the current locations of the Company's offices. The Board 
of Directors of Salcomp states that it cannot verify the above statements made  
by Nordstjernan but, on the other hand it has no reasons to question said       
statements. The Board of Salcomp states that it is not aware of any issues on   
the basis of which it should be expected that the completion of the Tender Offer
would lead to immediate changes in Salcomp's business and employment.           

The Board advises the Company's shareholders and holders of option rights to    
note that they have to make an independent decision on whether to accept        
Nordstjernan's Tender Offer in respect of the shares or option rights held by   
them. When making such decision the shareholders and holders of option rights   
must take into account all the information presented in the tender offer        
document and this statement as a whole as well as other conditions, including   
the trading price of the Company's shares at the time of making the decision.   
Further, the shareholders and holders of option rights should also take into    
account that after the completion of the Tender Offer Nordstjernan has no       
obligation to make a new tender offer in the future for the Company's shares and
option rights. Furthermore, the Board cannot guarantee that the Company's       
shareholders and holders of option rights would in the future receive a better  
price for their securities than the price offered in the Tender Offer.          

The Board of Directors of Salcomp has examined the Tender Offer and gives this  
statement in a group comprising the independent Board members Andreas Tallberg, 
Jorma Terentjeff and Kari Vuorialho. The Board's opinion according to which the 
price offered in the Tender Offer is not fair from the viewpoint of the         
Company's shareholders and holders of option rights is unanimous. The Board     
members Mats Heiman and Peter Hofvenstam have not taken part in the process.    
Heiman is Nordstjernan's Senior Investment Manager and Hofvenstam is            
Nordstjernan's Senior Vice President. HSH Corporate Finance Ltd. has acted as   
the Board's financial advisor in the evaluation of the fairness of the price    
offered in the Tender Offer. Roschier, Attorneys Ltd. has acted as the Board's  
legal advisor.                                                                  

Salcomp Plc                                                                     

Board of Directors                                                              

Further information:                                                            
Antti Salminen, CFO, tel. +358 40 535 1216                                      

Distribution:                                                                   
Nordic Exchange, Helsinki                                                       
The main media                                                                  
www.salcomp.com