Solteq Oyj - Tender offer

SOLTEQ AND DESCOM GROUP TO CREATE A PROVIDER FOR INTEGRATED DIGITAL COMMERCE SERVICES

Solteq Plc Stock Exchange Bulletin 17.6.2015 at 1 pm

Solteq Plc (Solteq) has signed an agreement today to purchase the share capital
and purchase the capital loans of Descom Group Oy (Descom Group). Descom Group's
Data Center Solutions business will not be included in the purchase. The
prerequisite for the deal is that financing is secured for the cash payment
portion of the purchase and for the repayment of the companies' current bank
loans.

The sellers in the deal are Funds managed by Sentica Partners Oy (after the
conversion of the convertible bond of the target company agreed to be performed
in connection with the purchase, total 61.04%), Aidacom Partners Oy (after the
above conversion, 6.32%) Corpinghouse Oy (after the above conversion, 12.35%)
and Descom's private investors (after the above conversion, total 20.29%).

The enterprise value (EV) of the deal will be EUR 26,0 million and the estimated
purchase price of the Descom Group shares EUR 11,1 million. The final purchase
price of the shares will be determined on the basis of Descom Group's Balance
Sheet at 30 June 2015. Based on the authorization granted to the Board of
Directors by the Annual General Meeting on 16 March 2015, about 4,6 million euro
of the purchase price of the shares will be paid with Solteq's new shares, and
the remainder will be paid in cash. The subscription price of the shares will be
EUR 1.65, determined on the basis of the volume-weighted average price of the
shares during the period 4 May 2015 - 3 June 2015. A total of 2,8 million new
shares will be issued to pay the purchase price. The number of shares in the
issue represents about 16 % of the number of shares after the share issue.

In addition, the amount of capital loans to be purchased as part of the
transaction arrangements will amount to about 11.9 million euro at the estimated
time of the deal.

The share deal will be subject to the following conditions: (i) The divestment
of the Descom Data Center Solutions business has been implemented, (ii) Descom
Group's convertible bond has been fully converted into shares and (iii) Solteq
has sufficient funding to finance the share deal and to repay Descom Group's
bank loans, purchase Descom Group's capital loans and pay off its own bank
loans.

To finance the cash portion of the purchase price and the purchase of the
capital loans and to restructure Solteq's and Descom Group's current loans from
financial institutions, Solteq plans, subject to market conditions, to issue a
bond aimed at Finnish and Nordic institutional investors and other professional
investors. The prerequisite for issuing the bond will be that the company
acquisition will materialize.

The aim is to implement the company acquisition by 31 August 2015.

Descom Group with its subsidiaries is a Finnish company that provides IT and
digital marketing services. Descom Group is a trendsetter in its line of
business in the Nordic countries and the most valued IBM partner among its
clients. Together with its clients, Descom builds sales, marketing and customer
service solutions, creating excellent customer experiences.

In 2014, Descom Group's revenue (FAS) was EUR 35.2 million, EBITDA EUR 2.6
million, operating profit before goodwill amortization EUR 2.3 million, and
operating profit EUR -0.1 million. Without the Data Center Solutions business,
which is not included in the transaction, the revenue of the Descom Group for
2014 has preliminarily been estimated at EUR 27.4 million and imputed EBITDA at
EUR 3.3 million.

In 2014, Solteq's revenue was EUR 40.9 million and operating profit EUR 2.5
million. In the first quarter (1 January 2015 - 31 March 2015), Solteq's revenue
was EUR 9.1 million and operating profit EUR 0.5 million. Solteq's reported
figures are IFRS compliant.

Through the transaction, Solteq and Descom actively implement their strategy.
For the companies, which aim at being a leading provider of digital commerce
services in Finland and the Nordic countries, the transaction will provide a
good starting point for speeding up the implementation of their strategy.

The solution and service offerings of the two companies complement each other in
an excellent manner, and no overlapping has been detected in their offerings.
Consequently, the company resulting from the transaction will be able to offer
an excellent overall offering to their current and new clients. Until now, the
companies have served the same clients in various projects that have
complemented each other. As the companies have also had several client groups
with which one of them has not actively conducted business, the transaction will
offer an opportunity to deliver integrated solutions to a wider clientele than
before. For the clients, the transaction will bring benefits in the form of a
clearer and wider overall offering. On the other hand, the company will be able
to offer the customers of its clients better services and thereby contribute to
their success.

By combining their operations, Solteq and Descom will be able to make
significant improvements to their international operations. The materialization
of the transaction means that the offices in Finland and in Sweden, Poland and
Denmark will be able to expand the solution offering to the Nordic market and at
the same time utilize the efficiency of the Polish subsidiary's nearshore
operations in software production.

The benefits of the transaction include a significant synergy potential for
developing new digital commerce solutions. In addition, the back office
functions of the companies have overlapping structures and operations. By
eliminating duplicate structures, the merged company will be able to operate in
a better and more efficient and faster manner. For the personnel, the
transaction will open important new opportunities to develop into top experts in
their competence areas, acting as digital commerce experts in Finland and in the
other Nordic countries.

After the completion of transaction, the company will create a new overall
strategy and specify it in further detail in autumn 2015. The strategic
cornerstones will be profitability, growth and the creation of the best provider
of digital commerce services in the Nordic market for the benefit of its
clients, owners and personnel.

Due to the deal, Solteq will not make changes to the profit guidance and will
specify, if needed, the guidance in more detail during autumn 2015.

Descom Group

Descom Group, which was established in Jyväskylä, Finland in 1997, is a modern
marketing and technology company that builds sales, marketing and customer
service solutions for companies in trade, industry and the service sector.
Descom Group has about 240 employees in Finland, Sweden and Poland. Of the
employees, a total of 19 work for the Data Center Solutions business unit.
Descom has been an IBM partner for almost 20 years and an IMB Premier Business
Partner since 2003. Descom has grown at a fast pace through company acquisitions
and organic growth. In 2008, the Group's revenue was slightly under five million
euro, and in 2014 it was more than 35 million euro. Apart from the parent
company, Descom Group Oy, the Descom Group includes Descom Oy, which includes
the Group's business operations in Finland and the subsidiaries in Sweden,
Poland and Denmark.

Descom's main business comprises multi-channel sales solutions and the
development of its clients' electronic marketing. In the area of multi-channel
sales, the company delivers multi-channel e-commerce and store systems as well
as order and product data management solutions. In electronic marketing, the
company's core solutions consist of search engine optimization and advertising,
conversion optimization, and analytics and customer experience solutions. In
addition, Descom offers its clients application development, integration and
maintenance services.

The below table shows Descom Group's audited financial statement information
(FAS) for financial periods 1 January - 31 December 2013 and 1 January - 31
December 2014 (thousand euro):

Income Statement (FAS):

                                        1.1.-31.12.2014  1.1.-31.12.2013
Revenue                                          35 248           39 024
Other income                                        306              296
Materials and services                          -13 278          -17 101
Employee benefit expences                       -14 511          -13 505
Depreciation and impairments                     -2 720           -2 520
Other expenses                                   -5 176           -4 681
Operating profit                                   -131            1 513

Financial income and expenses                    -1 795           -1 585
Profit before extraordinary items                -1 926              -71

Extraordinary items                                -510                0
Profit before appropriations and taxes           -2 436              -71

Appropriations                                       43              -45
Profit before taxes                              -2 393             -116

Income tax expenses                                -180             -289
Profit for the financial period                  -2 573             -405

Balance Sheet (FAS):

                                        31.12.2014  31.12.2013
Assets
Non-current assets
Goodwill                                    14 641      16 924
Other intangible assets                        390         254
Machinery and equipment                        992         847
Investments                                      6           6
Total non-current assets                    16 028      18 031

Current assets
Inventories                                    644         279
Trade receivables                            7 428       8 980
Other receivables                              752         643
Cash and cash equivalents                    1 626       2 751
Total current assets                        10 450      12 654
Total assets                                26 477      30 685

Equity and liabilities
Total equity                                -2 040         454

Appropriations                                   0          47

Interest-bearing liabilities
Capital loans                               11 277      10 094
Convertible bonds                            1 930       2 009
Loans from financial institutions            5 167       6 996
Total interest bearing liabilities          18 374      19 099

Other liabilities
Trade payables                               5 845       6 219
Other non-interest bearing liabilities       4 299       4 866
Total other liabilities                     10 144      11 085
Total equity and liabilities                26 477      30 685

Changes in Descom Group's operations after 31 December 2014

In connection with the company acquisition, Descom Group's Data Center Solutions
business has been agreed to be sold at the same time as the company acquisition
was agreed on.

New shares

In order to complete the transaction, the shareholders' subscription rights will
be excluded in the issue of new shares, and the share issue will be directed to
the current shareholders of Descom Group. The subscribers will be entitled to
exercise shareholder rights in the company after the shares have been registered
in the Trade Register. The shares will be added to the book-entry system
maintained by Euroclear Finland Ltd. After the shares have been registered in
the Trade Register and their listing prospectus has been published, Solteq will
apply for the shares subscribed for in the share issue to be admitted to public
trading on NASDAQ OMX Helsinki Stock Exchange in the same share classes as the
company's other shares. The aim is to submit the application by 30 September
2015. Half of the shares to be given as consideration will be subject to lock-up
until 1 January 2016. Further, in compliance with the terms of the share
purchase agreement, Descom Group's current shareholders will pledge
approximately one quarter of the shares they will receive, i.e. appr. total of
700.000 shares, as security in favour of the company for their obligations based
on the share purchase agreement. After the completion of the transaction, the
Board of Directors of the company will, based on the authorization granted by
the Annual General Meeting on 16 March 2015, make a decision on the pledge.

SOLTEQ PLC

Board of Directors

Additional information:

CEO Repe Harmanen

Tel. + 358 400 467 717

Email repe.harmanen@solteq.com

CFO Antti Kärkkäinen

Tel. + 358 40 8444 393

Email antti.karkkainen@solteq.com

Distribution:

NASDAQ OMX Helsinki

Key media

www.solteq.com