2007-08-30 15:47:26 CEST

2007-08-30 15:47:26 CEST

Perlos - Tender offer



Offer terms in brief

Lite-On Technology Corporation ("Lite-On") and Perlos Corporation
("Perlos") have on 13 August 2007 signed a combination agreement (the"Combination Agreement") based upon which Lite-On on 13 August 2007
has decided and announced that it will make a voluntary tender offer
for all of the outstanding shares and option rights in Perlos (the"Tender Offer"). The Tender Offer will be made through Lite-On
(Finland) Oy, a subsidiary of Lite-On. Lite-On has announced that it
will offer to the shareholders of Perlos a consideration of EUR 5.20
for each share and to the holders of option rights in Perlos a
consideration for each option right as follows:

- EUR 1.07 for each option belonging to the 2002A option program;
- EUR 0.80 for each option belonging to the 2002B option program;
- EUR 0.04 for each option belonging to the 2002C option program;
- EUR 1.03 for each option belonging to the 2005A option program;
- EUR 1.09 for each option belonging to the 2005B option program; and
- EUR 1.67 for each option belonging to the 2005C option program.

Lite-On has announced that the acceptance period for the Tender Offer
is expected to commence on or about September 3, 2007 and expire on
or about October 5, 2007. Lite-On has delivered to Perlos the final
draft of the tender offer document (the "Offer Document") filed with
the Finnish Financial Supervision Authority.

After considering the voluntary tender offer and its terms, the board
of directors of Perlos (the "Board") issues this statement regarding
the tender offer of Lite-On pursuant to and as required in Chapter 6,
Section 6 of the Finnish Securities Markets Act and Recommendation 8
of the Recommendation regarding the procedure to be complied with in
take over bids (i.e. the Helsinki Take Over Code).

The consideration offered for the Perlos shares represents a premium
of 40.5 percent over the closing price of EUR 3.70 on 10 August 2007,
the last trading day prior to the announcement of the Tender Offer,
and a premium of 23.4 percent over the volume-weighted average
trading price of the Perlos shares (EUR 4.21) during the three (3)
month period prior to the announcement. The consideration offered for
the options is derived from market based calculations.

According to the Combination Agreement and the Offer Document the
completion of the tender offer is conditional upon the satisfaction
or prior waiver by Lite-On of the following conditions:

- the Tender Offer is validly accepted to such an extent that upon
completion of the purchases pursuant to the Tender Offer the Offeror
becomes the owner of a number of the Shares and the Stock Options
representing in the aggregate more than ninety (90) percent of all
issued shares and votes in Perlos before as well as after dilution
resulting from exercise of Stock Options;

- that all consents, approvals, authorisations and registrations
required to be obtained from the applicable governmental entities to
consummate the Tender Offer, including but not limited to approvals
by the relevant competition and antitrust authorities, have been

- that any waiting period (and any extension thereof) applicable to
the consummation of the Tender Offer under any competition, merger
control or similar law shall have expired or been terminated; and

- the Combination Agreement between Lite-On and Perlos has not been
terminated and remains in force.

Should Lite-On obtain more than nine-tenths (9/10) of the shares and
votes of Perlos, Lite-On has announced its intention to initiate
compulsory redemption proceedings of minority shareholders in
accordance with the Finnish Companies Act and subsequently have the
company de-listed.

Lite-On has obtained an irrevocable undertaking from Oy G.W.
Solhlberg Ab ("GWS") representing all together approximately 29.14
percent of the shares and votes in Perlos. Pursuant to the
irrevocable undertaking, GWS has undertaken to sell its shares to
Lite-On by accepting the tender offer in accordance with the tender
offer document.

Statement regarding strategy and employment matters

Lite-On has announced that the completion of the Tender Offer will
have no immediate effect on the operations and assets of Perlos and
that Lite-On does not foresee any immediate changes to the locations
of Perlos' business entities. Lite-On has also announced its plan to
be that Perlos will continue its operations under the Perlos brand
and company name. Lite-On has further announced that the Tender Offer
will have no immediate effect on the personnel of Perlos, and that,
in general, employment in Perlos' current plant operations is not
expected to be materially impacted by the Combination.

Based on the information provided by Lite-On the Board believes that
the Tender Offer will not have an immediate effect on the business of
Perlos or employment in Perlos. The Board has taken into
consideration the current developments and consolidations in the
industry in which Perlos operates. The Board notes that the
businesses of Perlos and Lite-On complement each other and a
combination of these businesses can be expected to bring synergies,
and significantly increased business opportunities compared to those
achievable by Perlos on a stand alone basis.

Board recommendation

Based on the information and under the circumstances referred to
above the Board recommends the shareholders and holders of option
rights to accept the tender offer. The Board considers the tender
offer consideration to be fair, based on a fairness opinion it has
received from its financial adviser Summa Capital Oy. The chairman of
the Board Andreas Tallberg is the CEO of GWS, which has given an
irrevocable undertaking to accept the offer. The board members with
no such interest related to the offer have also independently
assessed the offer. All members of the Board have participated in the
decision regarding the recommendation, which was unanimous

The Board recognizes the merits of the offer. It, however, emphasises
that at the time of acceptance, each shareholder and holder of option
rights shall independently evaluate and decide whether to accept the
offer of Lite-On taking into consideration all information presented
in the tender offer document of Lite-On and possible other matters
affecting the tender offer and this statement.

Vantaa, August 30, 2007

The Board of Directors of Perlos Corporation

- Andreas Tallberg, Chairman of the Board, tel. +358 9 452 68 201

Helsinki Stock Exchange
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