2007-12-10 08:21:19 CET

2007-12-17 13:57:39 CET


REGULATED INFORMATION

Kasola Oyj - Company Announcement

PUBLIC TENDER OFFER FOR KASOLA OYJ'S SERIES A SHARES, PUBLICATION OF THE OFFER DOCUMENT, AND TERMS AND CONDITIONS OF THE TENDER OFFER


KASOLA OYJ	Stock exchange release 10 December 2007                              

Kasola Oyj has received a notification from John Nurminen Oy with the following 
content.                                                                        

KASOLA OYJ                                                                      

Tapani Väljä                                                                    
Managing Director                                                               
                                                                                
0400-505 078                                                                    
tapanivalja.kasola@kaso.fi                                                      

DISTRIBUTION                                                                    
                                                                                
Helsinki Stock Exchange                                                         
                                                                                
Major media                                                                     
www.kasola.fi                                                                   



John Nurminen Oy		Release 10 December 2007                                      

THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION 
WHERE PROHIBITED BY APPLICABLE LAW, AND THIS RELEASE MAY NOT BE DISTRIBUTED,    
FORWARDED OR DELIVERED BY ANY MEANS OF INSTRUMENTALITY, INCLUDING WITHOUT       
LIMITATIONS BY MAIL, TELEFAX, EMAIL OR TELEPHONE OR BY ANY OTHER MEANS INTO OR  
FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.                       

PUBLIC TENDER OFFER FOR KASOLA OYJ'S SERIES A SHARES, PUBLICATION OF THE OFFER  
DOCUMENT, AND TERMS AND CONDITIONS OF THE TENDER OFFER                          

INITIATING THE MANDATORY TENDER OFFER                                           

In accordance with the decision given by the Financial Supervision Authority on 
7 September 2007 (register number 30/252/2007), John Nurminen Oy, Maturiala Oy, 
Jari Bachmann, Sanni Bachmann, and Kirta Forsström (the “Main Shareholders”) are
obliged to make a mandatory tender offer for shares in Kasola Oyj (“Kasola” or  
the “Company”). In accordance with the decision of the Financial Supervision    
Authority, the mandatory tender offer procedure must be started on 10 December  
2007, at the latest.                                                            

John Nurminen Oy and the new John Nurminen Oy, which will be established in     
conjunction with the implementation of its demerger, have assumed responsibility
for all obligations related to the tender offer towards the Main Shareholders   
(John Nurminen Oy and the new John Nurminen, which will be established in the   
demerger of John Nurminen Oy, as well as the Main Shareholders, hereinafter     
jointly referred to as the “Offerors”). However, the Offerors are jointly and   
severally liable with respect to the Company's shareholders for any obligations 
arising from the Tender Offer.                                                  

The Offerors will make the tender offer at a price per share of five (5.00)     
euros only with respect to Kasola A shares, since all of Kasola K shares are    
held by the Main Shareholders. The Main Shareholders have undertaken not to     
decrease their portion of shares and votes in Kasola to below 43.0% of all the  
shares in the Company and 83.7% of the votes attached thereto prior to the      
registration with the Trade Register of the conversion of the series K shares   
into series A shares. Furthermore, the Main Shareholders have undertaken not to 
tender any of their shares to John Nurminen Oy in the tender offer.             

The Offerors do not aim to acquire shares in the Company, but the tender offer  
is made in order to fulfill the obligation to make a mandatory tender offer as  
provided for in Chapter 6 of the Securities Markets Act and in accordance with  
the decision of the Financial Supervision Authority. The Offerors aim to keep   
the shares in the Company subject to public trading, develop the Company,       
improve the liquidity of the shares in the Company, and to broaden the Company's
ownership base.                                                                 

The period for approving the Tender Offer (the “Tender Offer Period”) will begin
on 10 December 2007 at 10:00 (local time) and will end on 4 January 2008 at     
(16:00 (local time), unless the Tender Offer Period is extended in accordance   
with the terms and conditions.                                                  

APPROVAL OF THE TENDER OFFER DOCUMENT                                           

The Financial Supervision Authority approved the tender offer document relating 
to the tender offer on 7 December 2007 (register number 30/252/2007). The tender
offer document is available in Finnish: at John Nurminen's head office,         
Pasilankatu 2, 00240 Helsinki; at the tender offer's lead manager's, Evli Bank  
Plc's, office in Helsinki, Aleksanterinkatu 19A, 00100 Helsinki; at OMX Way,    
Fabianinkatu 14, 00120 Helsinki; and on the Internet at www.evli.com.           

FINAL TERMS AND CONDITIONS OF THE TENDER OFFER                                  

The final terms and conditions of the tender offer are attached to this stock   
exchange release in full.                                                       

JOHN NURMINEN OY                                                                


Board of Directors                                                              

Further information:                                                            
                                                                                
Lasse Paitsola, Managing Director, John Nurminen Oy, tel. +358 400 405 801      
Kaj Kulp, Director, tel. 040 823 8236                                           


As of the beginning of 2008, Nurminen Logistics Oyj will continue the following 
business operations of John Nurminen Oy: Rail Services, Cargo Handling and      
Value-Added Services, Customs Clearance Services, Special and Heavy Transports, 
Healthcare Logistics. The company's main market area will consist of Finland,   
the Baltic area and Russia as well as of other CIS countries. In connection with
the implementation of the overall arrangement, estimated to take place on       
1 January 2008, Kasola Oyj shares are due to become Nurminen Logistics Oyj      
shares listed on the Helsinki Stock Exchange.                                   



Appendix 1: TERMS AND CONDITIONS OF THE MANDATORY TENDER OFFER                  

Offerors                                                                        

Maturiala Oy, Jari Bachmann, Sanni Bachmann, and Kirta Forsström (jointly the   
“Main Shareholders”) as well as John Nurminen Oy and the new John Nurminen Oy,  
which will be established in conjunction with the implementation of its         
demerger, (all parties named in this paragraph jointly the “Offerors”).         

Object of the Tender Offer                                                      

In the tender offer (the “Tender Offer”), the Offerors offer to purchase all of 
the series A shares issued by the Company (the “Shares”) on the conditions      
presented below.                                                                

In accordance with the Financial Supervision Authority's decision (register     
number 30/252/2007), an obligation to make a public tender offer for Kasola's   
Shares pursuant to Chapter 6(10) of the Securities Markets Act was triggered in 
relation to the Main Shareholders by the signing of the Main Agreement (“Main   
Agreement”), and in relation to John Nurminen Oy (“John Nurminen”) by the       
signing of the Main Agreement and the acquisition of Shares in the Company. The 
Offerors are jointly and severally liable with respect to the Company's         
shareholders for any obligations arising from the Tender Offer. In the Main     
Agreement, John Nurminen and the new John Nurminen, which will be established in
conjunction with the demerger of John Nurminen, as well as Juha Nurminen took on
liability for the obligations caused by the Tender Offer to the Main            
Shareholders.                                                                   

Offer Consideration                                                             

The Offer Consideration for the Shares is EUR 5.00 in cash for each share in    
respect of which the Tender Offer has been validly approved in accordance with  
the terms and conditions of the Tender Offer.                                   

Tender Offer Period                                                             

The Tender Offer Period will begin on 10 December 2007 at 10:00 (local time) and
will end on 4 January 2008 at (16:00 (local time), unless the Tender Offer      
Period is extended in accordance with what is presented below.                  

The Offerors may extend the Tender Offer Period by an amount of time to be      
determined later. The maximum duration of the Tender Offer Period (including a  
potential extension) is ten (10) weeks. The Offerors will issue a stock exchange
release announcing a potential extension of the Tender Offer Period at the      
latest by the end of the Tender Offer Period. The Offerors will issue a stock   
exchange release announcing a potential extension of an already extended Tender 
Offer Period at the latest by the end of the extended Tender Offer Period. If   
the Offerors extend the Tender Offer Period, the Tender Offer Period will end at
the new ending date set by the Offerors.                                        

Increase and Compensation Obligations                                           

Should the Offerors or a person, entity, or foundation related to the Offerors  
as stipulated in Chapter 6(10)(2)of the Securities Markets Act (”Other Party”)  
acquire Shares during the Tender Offer Period at a higher price than the Offer  
Price or otherwise acquire securities in the Company on terms better than in the
Tender Offer, the Offerors will, pursuant to Chapter 6(13) of the Securities    
Markets Act, amend the terms and conditions of the Tender Offer to correspond   
with such acquisition on better terms (”Increase Obligation”). In this case, the
Offerors will publish the Increase Obligation without delay and pay the         
difference between the acquisition on better terms than the Tender Offer and the
consideration offered in the Tender Offer to those security holders who have    
accepted the Tender Offer in connection with the completion of this Tender      
Offer.                                                                          

Should the Offerors or Other Party acquire Shares in the Company within nine (9)
months of the expiry of the Tender Offer Period at a higher price than the Offer
Price or otherwise acquire securities in the Company on better terms, the       
Offerors shall in accordance with Chapter 6(13) of the Securities Market Act pay
the difference between this acquisition on better terms and the consideration   
offered in the Tender Offer to the security holders who have accepted the Tender
Offer (“Compensation Obligation”). In this case, the Offerors will publish the  
Compensation Obligation without delay and pay the difference between this       
acquisition on better terms than the Tender Offer and the consideration offered 
in the Tender Offer to those security holders who have accepted the Tender Offer
within one month from the Compensation Obligation being triggered.              

Pursuant to Chapter 6(13)(5) of the Securities Markets Act, the Compensation    
Obligation will not be triggered if the payment of a higher price than the Offer
Price is based on an arbitration award pursuant to the Companies Act, provided  
that the Offerors or Other Party have not offered to acquire Shares on better   
terms than in the Tender Offer before or during the arbitration proceedings.    

Tender Offer Acceptance Procedure                                               

Most Finnish account operators will submit a notification of the Tender Offer   
with related instructions and an acceptance form to their customers who are     
entered in the Company's shareholder register. Shareholders who do not receive  
such notification from their account operator or asset manager may contact Evli 
Bank Plc (the “Lead Manager”), who will issue all necessary information to such 
shareholders for their information and to whom they may give their approval.    

Those shareholders of the Company whose Shares are nominee-registered and who   
wish to accept the Tender Offer must provide their acceptance in accordance with
the instructions given by the nominee registration custodian.                   

With respect to pledged Shares, acceptance of the Tender Offer requires the     
consent of the pledgee. Acquiring this consent is the responsibility of the     
Company's shareholders in question.                                             

Those Company shareholders who are registered in the shareholder register of the
Company and who wish to accept the Tender Offer must complete, sign, and return 
the acceptance form to the account operator that manages their book-entry       
account in accordance with the instructions given, and within the time limits   
set, by the account operator or, if the account operator in question will not   
receive the acceptance form (e.g., customers of the Finnish Central Securities  
Depository Ltd), such shareholders may contact the Lead Manager for acceptance  
of the Tender Offer with respect to Shares held by such shareholders. The       
acceptance form must be delivered so that it will be received within the Tender 
Offer Period, or if the Tender Offer Period has been extended, within the       
extended Tender Offer Period, taking into account, however, the instructions    
given by the account operator. Shareholders can deliver the acceptance forms in 
the manner they see fit at their own risk, and the acceptance form will be      
considered as delivered only when an account operator or the Lead Manager has   
effectively received it.                                                        

By accepting the Tender Offer, the Company's shareholders authorize the Lead    
Manager or their account operator to sell the Shares to the Offeror in          
accordance with the terms and conditions of the Tender Offer.                   

Shareholders may only accept the Tender Offer unconditionally and for those     
Shares held by them that are registered on the book-entry account in question.  
The Offerors have the right to reject any acceptance that concerns only a part  
of the Shares held by a shareholder and registered on the same book-entry       
account. Shareholders who have accepted the Tender offer are not entitled to    
receive a right under a separate purchase commitment in their favor for the     
accepted Shares.                                                                

Except to the extent required by mandatory legislation, those shareholders who  
have validly accepted the Tender Offer in accordance with the terms and         
conditions of the Tender Offer are not permitted to sell or otherwise control   
those Shares for which the Tender Offer has been validly accepted. A transfer   
restriction concerning the Shares will be registered on the book-entry account  
in question after the shareholder has delivered the acceptance form for the     
Tender Offer.                                                                   

Announcement of Tender Offer Outcome                                            

The Offerors will announce the preliminary outcome of the Tender Offer on or    
about 7 January 2008, on the banking day following the expiry of the Tender     
Offer Period or, when appropriate, of the extended Tender Offer Period, and will
announce the final outcome on or about 8 January 2008, on the second banking day
following the expiry of the Tender Offer Period, or, when appropriate, of the   
extended Tender Offer Period. In connection with the announcement of the final  
outcome, the percentage of those Shares for which the Tender Offer has been     
validly accepted will be confirmed.                                             

Terms of Payment and Settlement of the Shares                                   

The sale of Shares, in respect of which the Tender Offer has been validly       
accepted in accordance with the terms and conditions of the Tender Offer, will  
be completed on the completion date, which will be the fourth banking day       
following the Tender Offer Period, at the latest, or if the Tender Offer Period 
has been extended, the banking day following the expiry of the extended Tender  
Offer Period (the “Completion Date”). The sale of the Shares may be carried out 
on the Helsinki Stock Exchange, if permitted by the applicable rules, or as OTC 
transactions between or within securities intermediaries in accordance with the 
decision made by the Lead Manager.                                              

The trades will be settled on or about the banking day following the Completion 
Date (the “Settlement Date”). The Offer Price of the Shares will be paid on the 
Settlement Date to the custody account of the shareholder's book-entry account  
or, with respect to those shareholders whose holdings are nominee-registered, to
the bank account specified in the acceptance form. If the shareholder's bank    
account is in a different financial institution than the shareholder's          
book-entry account, the Offer Price will be paid to the shareholder's bank      
account in accordance with the schedule for payment transactions between        
financial institutions so that it will be on the shareholder's bank account on  
or about two (2) banking days from the Settlement Date, at the latest.          

The Offerors reserve the right to defer the payment of the Offer Price for      
Shares in case the payment is prevented or suspended due to force majeure.      
However, the Offerors will make the payment immediately when the force majeure  
preventing or suspending the payment has been resolved.                         

Transfer of Title                                                               

The title to the Shares for which the Tender Offer has been validly accepted    
will transfer to the new John Nurminen on the Settlement Date against the       
payment of the Offer Price for the Shares or, with respect to trades carried our
in the Stock Exchange, in accordance with the Helsinki Stock Exchange's rules on
settlement.                                                                     

Transfer Tax and Other Payments                                                 

The Offerors will pay any transfer tax that may be charged in Finland in        
connection with the sale of the Shares.                                         

Each shareholder is liable for fees and commissions charged by account          
operators, asset managers, nominee registration custodians, or other parties    
related to the release of collateral or the revoking of any other restrictions, 
including pledges, that prevent the sale of the Shares. The Offerors are liable 
for other customary costs caused by the registration of entries in the          
book-entry system required by the Tender Offer, the execution of trades         
pertaining to the Shares in compliance with the Tender Offer, or the payment of 
the Offer Price for the Shares.                                                 

Other Issues                                                                    

The Offerors reserve the right to amend the terms and conditions of this Tender 
Offer in accordance with Chapter 6(7) of the Securities Market Act.             
                                                                                
Should a competing tender offer for the Shares be published by a third party    
during the Tender Offer Period, the Offerors reserve the right to extend the    
Tender Offer Period in accordance with Chapter 6(8) of the Securities Markets   
Act.                                                                            

The Offerors may, at their discretion and within the limits set by applicable   
legislation, decide on any other matters related to the Tender Offer.           

The Tender Offer is not being made, directly or indirectly, in jurisdictions    
where prohibited by applicable law, and the Offer Document, related acceptance  
forms, or other material will not and may not be distributed, forwarded or      
transmitted by any means of instrumentality, including without limitations by   
mail, telefax, email, or telephone or by any other means into or from any       
jurisdiction where prohibited by applicable law.