Solteq Oyj - Tender offer

SOLTEQ PLC TO PURCHASE ALDATA SOLUTION FINLAND LTD AND TO RESELL ALDATA GROUP´S SOLUTIONS

Solteq Plc Stock Exchange Release 20.3.2012 at 8:30AM

On 19.3.2012, Solteq Plc and Aldata Solution Plc signed a contract with which
Solteq Plc will purchase the entire capital stock of Aldata Solution Finland
Ltd for EUR 8.3 million from Aldata Solution Plc. Aldata Solution Finland Ltd
doesn´t have interest-bearing liabilities at the date of purchase. In
accordance with Finnish Accounting Standards (FAS), Aldata Solution Finland
Ltd's turnover for 2011 was EUR 13.3 million and its operating profit was EUR
1.2 million. Solteq Plc's turnover for 2011 was EUR 27.1 million and its
operating profit was EUR 1.5 million. In connection with the acquisition, 74
employees will be transferred and Solteq Group's personnel will increase to 286
employees. 

Thanks to the corporate acquisition, Solteq's position as an operator in the
retail industry will be strengthened, its customer base will grow, product
supply will increase and the operation will expand into the hotel and
restaurant industry. The corporate acquisition implements the company's
strategy and fundamentally promotes the achievement of defined goals. The
company's management estimates that the merged entity will create a Finnish
retail market leader in its areas of operation. Due to the acquisition,
customer service and product development operations can be simultaneously
strengthened and made more efficient with the refocusing of resources. As far
as the company understands, Solteq's and Aldata Solution Finland's business
operations do not significantly overlap; instead, the companies' operations
supplement one another in terms of both skills and solutions. "This merger is
extremely strategically significant for us. Our excellent strength in
enterprise resource management and financial management services will be joined
by significant, additional solutions in the retail trade. For example, the
Aldata 1-2-1 Retail package, and the expansion of Microsoft Dynamics AX skills
support our strategic goals brilliantly. As a result of the transaction, our
SaaS-based business operations will increase, therefore enabling new areas of
growth. In the future, our range of services will cover the entire supply chain
from acquisition and ERP to store and customer loyalty systems", says Repe
Harmanen, the CEO of Solteq Plc. "The divestment of our Finnish subsidiary to Solteq makes great sense for both
our companies, our employees and most importantly for our customers in Finland
and the Baltics" said Roy Simrell, President & CEO of Aldata. 

With the help of the corporate acquisition, we are aiming to achieve
synergistic benefits of an estimated EUR 0.5-1.0 million at the end of 2013. 

The transaction is not expected to cause any effects on result for the Group
which differ from earlier estimates. Solteq Group estimates in its Financial
Statements and its Annual Report published in 16.2.2012 that for the year 2012
the Company will grow with the market and at the same time improve its
profitability. As a result of the corporate acquisition, it is believed that
the company's turnover for 2012 will grow organically with the market. The
relative operative result without one-time expenses are estimated to be in
accordance with the earlier forecast. 

The purchasing price of the corporate acquisition will be paid in cash at the
time of the transaction.  The financing for the corporate acquisition will take
place from the office shares sales system and funds of EUR 3.1 million received
from directed issuing of shares, and partly with a bank loan. Based on
authorisations of the Annual General Meeting on 23.3.2007 and 14.3.2012, the
company's Board is to decide on the issuing of shares on 20.3.2012.   Mutual
insurance company Eläke-Fennia and Mutual pension insurance Varma have given
irrevocable underwriting on the issuing of shares. Underwriting is a
prerequisite for the decision to be made by Solteq's board to arrange the
directed special issue of 2,849,632 shares to be marked in full, and that
Solteq Plc will sign a corporate acquisition contract for the acquisition of
Aldata Solution Finland Ltd's capital stock, in which the only condition for
the implementation of the trade is that the company may carry out the special
issue in order to finance the trade. Mutual insurance company Eläke-Fennia have
committed to subscribe to 2 204 715 shares, which corresponds to 14.7% of
shares after issue, and Mutual pension insurance company Varma has committed to
subscribe to 644 917 shares, which corresponds to 4.3% of shares after issue.
There is a departure from the shareholders' subscription right regarding the
issuing of shares, as the matter at hand concerns the financing of a corporate
acquisition. A subscriber has the right to use shareholder rights in the
Company after the Shares have been entered into the Trade Register on the
estimated date 23.3.2012. The shares will be added to the book-entry system
maintained by Euroclear Finland Oy. In the Issuing of shares, the Company will
list the subscribed shares for on the Helsinki Stock Exchange as the same kind
of shares as the Company's other shares after they have been registered in the
Trade Register and their prospectus has been published, estimated to be
4.4.2012. 

Solteq and Mutual insurance company Fennia signed a contract on 20.3.2012, in
which the office shares will be sold to Fennia and the premises leased back
with a ten-year fixed term tenancy. The dues received from the sales are around
EUR 2.450 thousand and the sales profit relating to the arrangement is EUR 897
thousand. The arrangement will cause an increase of around EUR 214 thousand in
the Company's annual lease costs. The aim is to carry out the trade by the time
the corporate acquisition takes place. 

The corporate acquisition is estimated to take place by 22.3.2012.

Eläke-Fennia feels that participation in this kind of project is a good
opportunity to develop Finnish competence and company operation. The further
development of Finnish entrepreneurship and the family-owned background were
significant factors when considering the project. "I am satisfied that we can expand our shareholder community with significant,
Finnish pension companies and I can see both Eläke-Fennia and Varma supporting
our long-term views of our companies' operations and values", says Solteq Plc's
founder and Chair of the Board Ali U. Saadetdin. 

Solteq to represent Aldata Group's products

In connection with the corporate acquisition, Solteq Plc and Aldata Solution
Plc have agreed on cooperation regarding Aldata Group's solutions in Finland
and in neighbouring area. The cooperation covers Aldata Group's GOLD, Loyalty,
Apollo and Cosmic product families. Thanks to the cooperation, Solteq Plc will
continue the work carried out by Aldata and will at the same time strengthen
its supply of solutions in these areas. Distribution contracts will support
Solteq's internationalisation strategy in coming years. "With the cooperation agreement, we are increasing our ERP coverage to include
the supply of the GOLD solution in the agreed areas, and regarding customer and
optimisation solutions, we are able to offer our existing Solteq customers an
increasingly broad service package. For Aldata Solution Finland Ltd's
customers, this means the opportunity to work with one supplier throughout the
entire supply chain, as our strong skills in ERP and financial management
supplement Aldata's service package excellently", explains managing director
Repe Harmanen. 

Aldata Solution Finland in brief

Aldata Solution Finland was founded on 22 April 2003. The founder was Aldata
Solution Plc. 

Aldata Solution Finland offers software and related services to the retail
industry. Its range of software is comprised of the company's own software,
whose product development is in Finland, and mediation products. Mediation
products are order-supply chain management and optimisation products owned by
the Aldata Group, which are offered after the Corporate acquisition based on
agreed licence and distribution contracts, and Microsoft's ERP systems. 

Aldata Solution Finland serves both grocery and specalist retail. The main
areas of operation in specialist retail are hardware stores, household
appliance stores, sport and clothing stores, design stores and other stores
selling specialist products. 

Aldata Solution Finland's main operations divide into Store software and Supply
chain management software. The store systems offered by the company cover POS
operations and back office management operations, such as goods traffic. Store
systems are in use in both grocery and specalist retail. The management of the
order and supply chain is a question of taking care of the entire logistics
chain of a grocery store and includes purchasing, storage management and the
optimisation of supply replenishment in storage. 

About changes to Aldata Solution Finland's operations from 31.12.2011

After the financial period 2011 of Aldata Solution Finland but prior to the
corporate acquisition, the certain customer relationships and the immaterial
rights changes have been transferred to other companies in the Aldata Group. 
Estimated effects to these actions are EUR -1 million to turnover and EUR -0,5
million to profit (Ebit) regarding to the reported turnover in year 2011.
Aldata Solution Finland will operate as Solteq Retail in the future. 

ICECAPITAL Pankkiiriliike Oy will act as financial advisor regarding the
corporate acquisition and its financing, and acting as legal advisor regarding
the Corporate Acquisition and Issuing of Shares is Peltonen LMR Attorneys Ltd. 

SOLTEQ PLC

Board

Additional information:

CEO Repe Harmanen
Telephone: +358 400 467 717
Email: repe.harmanen@solteq.com

CFO Antti Kärkkäinen
Telephone: +358 20 1444 393 or +358 40 8444 393
Email: antti.karkkainen@solteq.com

Distribution:

NASDAQ OMX Helsinki
Key Media

Solteq Oyj offers operational and financial control services to commercial,
logistics, industrial and public administration actors. We complement our core
offering with solutions for specialized retail management, maintenance and
servicing management, as well as solutions for quality improvement and the
management of systems in which master data is contained. With the help of our
solutions developed using technology from the world's leading companies, our
clients guide their businesses more efficiently and improve their
profitability.   The Company turnover amounted to MEUR 27,1 in 2011. Solteq
employs 220 persons. More information at www.solteq.com