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2009-02-26 08:00:00 CET 2009-02-26 08:00:01 CET Suomen Terveystalo Oyj - Tender offerREDEMPTION RIGHT AND CLAIM UNDER CHAPTER 18, SECTION 1 OF THE COMPANIES ACT REGARDING SHARES IN TERVEYSTALO HEALTHCARE OYJTERVEYSTALO HEALTHCARE OYJ STOCK EXCHANGE RELEASE February 26, 2009 at 9.00 am REDEMPTION RIGHT AND CLAIM UNDER CHAPTER 18, SECTION 1 OF THE COMPANIES ACT REGARDING SHARES IN TERVEYSTALO HEALTHCARE OYJ Terveystalo Healthcare Oyj (“Terveystalo”) has today been notified by Star Healthcare Oy (“Star Healthcare”) of its redemption right and claim under the Finnish Companies Act. Star Healthcare holds approximately 95.7 per cent of all the shares and votes in Terveystalo, excluding the treasury shares held by Terveystalo. Terveystalo has thus become a subsidiary of Star Healthcare. Star Healthcare has pursuant to its ownership exceeding nine tenths (9/10) gained a right to redeem all shares held by any other remaining shareholders in Terveystalo (the “Shares” and each of them separately, a “Share”) at fair value in accordance with Chapter 18, Section 1 of the Companies Act. Star Healthcare has today 26 February 2009 notified Terveystalo of its decision to exercise its redemption right and presented its redemption claim for the remaining shares in Terveystalo in accordance with the Companies Act. The content of Star Healthcare's redemption claim is substantially as follows: 1. Redemption Price for the Shares The redemption price for the Shares (“Redemption Price”) is EUR 2.00 per Share which is the same price as the consideration paid by Star Healthcare in the voluntary public tender offer for all the issued and outstanding shares not owned by Terveystalo and option rights in Terveystalo announced on 19 January 2009 (“Tender Offer”). By virtue of the Tender Offer, Star Healthcare has gained ownership to 95.7 per cent of all the shares that were covered by the Tender Offer, and thus increased its holding over the nine tenths (9/10) threshold of all the shares and votes in Terveystalo. Accordingly, the Redemption Price of EUR 2.00 per Share shall be considered as the fair value of the Shares in accordance with the Companies Act. 2. Transfer Tax and Payments Possible transfer tax collected in Finland deriving from the redemption of the Shares as well as the payments and charges arising from the book-entry registrations carried out as a consequence of the redemption will be borne by Star Healthcare. More detailed background on Star Healthcare's redemption notification and claim and the consideration offered in the Tender Offer may be found in the Tender Offer Document dated 23 January 2009, which is available both in Finnish and in English at the office of Skandinaviska Enskilda Banken AB (publ) Helsinki Branch at Unioninkatu 30, FI-00100 Helsinki, Finland and on the internet at www.terveystalo.com. Star Healthcare has informed Terveystalo that in order to implement the redemption of the Shares as referred to in the redemption notification and claim, Star Healthcare will initiate arbitration proceedings as provided in the Companies Act. TERVEYSTALO HEALTHCARE OYJ Board of Directors FURTHER INFORMATION: Terveystalo Healthcare Oyj, Managing Director Martti Kiuru, tel. +358 30 633 1629, martti.kiuru@terveystalo.com TERVEYSTALO: Terveystalo is Finland's leading healthcare service company, offering versatile healthcare, occupational healthcare, diagnostics and hospital services. The company has more than 100 units around the country. Terveystalo, which was founded in 2001, has grown strongly. www.terveystalo.com DISTRIBUTION: NASDAQ OMX Helsinki Ltd. Principal media www.terveystalo.com |
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