2009-11-05 08:15:00 CET

2009-11-05 08:15:01 CET


REGULATED INFORMATION

Finnish English
Tamfelt Oyj Abp - Company Announcement

Tamfelt and Metso enter into a Combination Agreement; Share Exchange Offer for all of Tamfelt's shares


TAMFELT CORP. STOCK EXCHANGE RELEASE November 2009, 2009 at 9.15 a.m.           

TAMFELT AND METSO ENTER INTO A COMBINATION AGREEMENT; SHARE EXCHANGE OFFER FOR
ALL OF TAMFELT'S SHARES 
Tamfelt Corp. (“Tamfelt”) and Metso Corporation (“Metso”)  have on November 5,
2009 agreed to combine their operations under the combination agreement entered
into (the “Combination Agreement”). As a result, Metso will make a public
tender offer to purchase all of the issued and outstanding shares in Tamfelt.
The combination will strengthen Metso's services business especially in the
pulp and paper industry. For Tamfelt, the combination creates new growth
opportunities especially outside Europe, where Metso has an extensive installed
base and wide sales and services network. 

The public tender offer will be carried out in the form of a share exchange (the
“Share Exchange Offer”). Metso offers Tamfelt's shareholders 3 new shares issued
by Metso for each 10 Tamfelt's shares (“Shares”). Metso offers EUR 0.35 for each
stock option issued by Tamfelt (“Stock Options”).                               

The Board of Directors of Tamfelt unanimously recommends that Tamfelt's         
shareholders and holders of Stock Options accept Metso's offer.  Major          
shareholders, Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension  
Insurance Company, Tapiola Mutual Pension Insurance Company, Mandatum Life      
Insurance Company Limited, Kaleva Mutual Insurance Company as well as certain   
foundations and private shareholders, whose aggregated ownership in Tamfelt is  
35.58 per cent of Shares  including 2.82 per cent ownership of Tamfelt held by  
Metso, have irrevocably and unconditionally undertaken to accept the Share      
Exchange Offer.                                                                 

The offer period under the Share Exchange Offer is expected to commence on or   
about November 23, 2009 and to expire on or about December 18, 2009.            

Metso estimates that the combination will be closed in the first quarter of 2010
at the latest. The combination is subject to competition authority approvals in 
Finland and some other countries.                                               

”The focus of the markets is shifting increasingly outside Europe. We believe   
that Metso's global network and strong position also in the emerging markets    
will further strengthen Tamfelt's competitiveness also in these areas. The      
combination is a continuation to our long-term and successful co-operation. As  
both companies are technology leaders in their respective areas, we believe it  
will accelerate technological development in the future”, states Tamfelt's      
Chairman of the Board Mikael von Frenckell.                                     

“We highly value the competencies and long history of Tamfelt and welcome       
Tamfelt shareholders to continue the tradition as Metso shareholders”, states   
Jorma Eloranta, President and CEO of Metso.                                     

Benefits of the combination                                                     

- Metso's extensive installed base and global sales and services network
provide Tamfelt's products and services new growth potential especially outside
Europe. 

- Tamfelt's PMC products (Paper machine clothing), i.e., forming fabrics, felts 
and belts complement Metso's product and services offering, thus enabling the   
offering of more competitive and comprehensive solutions for the companies'     
shared customer base. Metso does not currently have paper and board machine     
clothing products in its own product offering.                                  

- Tamfelt's filter fabrics complement Metso's wear product offering not only in 
the pulp and paper industry but also, for example, in the mining and energy     
industries.                                                                     

- After the combination, development of technical textiles can be integrated
into Metso's fiber and paper technology research and development. Tighter 
co-operation is expected to, for example, speed up new paper and board machine  
start-ups, thus supporting also Metso's new project sales.                      

- The combination is estimated to increase Metso's services business by 
approximately EUR 140 million annually. At the same time, the services share of
Metso's Paper and Fiber Technology segment increases from 41 per cent to 
approximately 50 per cent of net sales.                                         

Reima Kerttula, President of Tamfelt believes that the combination will improve 
the competitiveness of both companies: ”Together we will have a stronger global 
service network and more comprehensive product offering. In addition, the       
combination yields opportunities to more efficient product development. I       
believe that after the combination, Tamfelt will be even more competitive.”     

According to Bertel Langenskiöld, President of Metso's Paper and Fiber          
Technology segment, ”Tamfelt is a profitable company with long heritage, top of 
the line product portfolio and production facilities. We have had close,        
long-term cooperation with Tamfelt especially in product development, and we    
know each other very well. We expect that through the global combination of     
Metso's and Tamfelt's operations and knowledge, the growth of our services      
business will exceed the average paper machine market growth rate. In recent    
years, the change in the pulp and paper industry especially in Europe and North 
America has directed our customers' demand towards service, maintenance and     
optimization of their production processes. In emerging markets, such as China  
and South America, our installed base has rapidly increased, which provides     
exciting opportunities for our services and optimization business.”             

After the combination, Tamfelt will continue its operations as a business line  
in Metso's Paper and Fiber Technology segment. Apart from some administrative   
operations, the combination is not expected to have any immediate effect on the 
position of Tamfelt's management or employees. Tamfelt will realize the already 
agreed and undergoing cost reduction measures and strategic rearrangements.     

Share Exchange Offer and Offer for Stock Options                                

The offer period under the Share Exchange Offer is expected to commence on or   
about November 23, 2009 and to expire on or about December 18, 2009. Metso      
reserves the right to extend the offer period in accordance with the terms and  
conditions of the Share Exchange Offer. The share exchange offer document will  
be available on or about November 19, 2009.                                     

In the Share Exchange Offer, shareholders in Tamfelt are offered 3 new shares in
Metso in exchange for every 10 Tamfelt Shares held by such shareholder,         
representing a premium of 20.3 percent compared to the closing price of Tamfelt 
Shares on the Helsinki Stock Exchange on November 4, 2009, the last trading day 
preceding this announcement, and a premium of 19.5 percent compared to the      
volume-weighted average price of Tamfelt Shares on the Helsinki Stock Exchange  
during the last 3 months. Premiums have been calculated based on the closing    
price, EUR 19.65, of Metso shares in Helsinki Stock Exchange on November 4,     
2009, the last trading day proceedings this announcement.                       

Metso also offers to acquire all of the Stock Options issued by Tamfelt for EUR 
0.35 in cash. Currently, each Stock Option entitles its holder to subscribe for 
one Share in Tamfelt. The current share subscription price under the Stock      
Options is EUR 7.46.  The Stock Options are not subject to public trading.      

The Board of Directors of Metso has been authorized by the Annual General       
Meeting held on March 31, 2009 to decide on a share issue of a maximum of       
15,000,000 new Metso shares and a maximum of 10,000,000 treasury shares of      
Metso, in deviation of Metso's shareholders' pre-emptive right to subscribe for 
shares. On November 5, 2009, the Board of Directors of Metso decided on a share 
issue directed at Tamfelt's shareholders, as required for implementing the Share
Exchange Offer. The directed share issue is conditional upon Metso deciding to  
complete the Share Exchange Offer.                                              

Major shareholders of Tamfelt, including Metso, whose aggregated ownership in   
Tamfelt is 35.58 per cent of Shares, have irrevocably and unconditionally       
undertaken to accept the Share Exchange Offer.                                  

The Board of Directors of Tamfelt unanimously recommends that the shareholders  
of Tamfelt  accept the Share Exchange Offer and that the holders of Stock       
Options accept the cash offer. The Board of Directors of Tamfelt has received a 
fairness opinion from Access Partners Oy, according to which the consideration  
offered in the Share Exchange Offer is fair, from a financial point of view, to 
the shareholders and holders of Stock Options in Tamfelt. The Board of Directors
of Tamfelt will issue its complete statement on the Share Exchange Offer on or  
about November 9, 2009.                                                         

On the date of the announcement of the Share Exchange Offer, Tamfelt's share    
capital amounts to EUR 27,563,964 and the number of Shares issued to 30,093,763.
Metso holds 847,350 Tamfelt Shares, representing 2.82 percent of all the issued 
and outstanding Shares.                                                         

Conditions to Complete the Share Exchange Offer and the Offer for Option Rights 

The completion of the Share Exchange Offer and offer for the Stock Options will 
be subject to the following conditions (or waiver by Metso):                    

i)The Share Exchange Offer has been bindingly accepted with respect to shares 
representing at least 67 percent of all shares and voting rights in Tamfelt on a
fully diluted basis (including Shares already owned by Metso or its affiliates) 
and that the acceptances have not been withdrawn.                               

ii)The receipt of all necessary approvals from the relevant competition
authorities 
and possible conditions set forth in such approvals can be accepted by Metso.   

iii)No such fact or circumstance has arisen of which Metso did not have
knowledge at the time of the announcement of the Share Exchange Offer, that
either has or is reasonably likely to have a material adverse effect on the
business, assets, 
financial condition, results of operations or future prospects of Tamfelt and   
its subsidiaries.                                                               

iv)The Combination Agreement between Metso and Tamfelt has not been terminated
in accordance with its terms and it continues to be in full force. 

v)A general meeting of shareholders of Tamfelt has resolved to (i) remove
Article 12 of Tamfelt's Articles of Association (Obligation to Redeem Shares)
and (ii)  to elect Jorma Eloranta, Mikael von Frenckell, Pasi Laine, Bertel
Langenskiöld and Jouko Oksanen as members of the Board of Directors of Tamfelt,
with the effectiveness of such resolutions being subject only to the public
announcement 
of Metso promptly after the last date of the offer period (including any        
extended or discontinued extended offer period) to the effect that the offer    
conditions of the Share Exchange Offer have been satisfied (or waived) by Metso.

Summary of the Combination Agreement                                            

This summary is not an exhaustive presentation of all the terms and conditions  
of the Combination Agreement. The summary aims at describing the terms and      
conditions of the Combination Agreement to the extent that such terms and       
conditions may materially affect the assessment of a shareholder or Stock Option
holder of Tamfelt of the terms and conditions of the Share Exchange Offer or the
offer for Stock Options. Nothing in the Combination Agreement (or this summary  
thereof) confers any rights or obligations on any person other than Metso or    
Tamfelt.                                                                        

Objectives of the Combination Agreement                                         

Metso and Tamfelt (both separately, a “Party” and together, the “Parties”)      
executed the Combination Agreement on November 5, 2009. Pursuant to the         
Combination Agreement, Metso will acquire, through the Share Exchange Offer and 
through a cash offer for the Stock Options, and, if necessary, through          
subsequent compulsory redemption proceedings in accordance with the Finnish     
Companies Act, all Shares and Stock Options in Tamfelt. The intention of Metso  
is to cause the Shares to be delisted from the Helsinki Stock Exchange.         

Share Exchange                                                                  

Under the Combination Agreement, the Offer Period for the Share Exchange Offer  
shall initially extend until four weeks after the date on which it commences and
it may be extended by Metso from time to time in accordance with the terms and  
conditions of the Share Exchange Offer.                                         

Pursuant to the Combination Agreement, Metso offers to acquire all of Tamfelt's 
issued and outstanding Shares and Stock Options and to pay the purchase price   
for the Shares in Metso's new shares by issuing 3 new Metso shares for each 10  
Shares of Tamfelt, and for the Stock Options EUR 0.35 in cash.                  

Under the Combination Agreement, the completion of the Share Exchange is subject
to the fulfillment (or waiver by Metso) of certain conditions. These conditions 
are set forth in section “Conditions to complete the Share Exchange Offer and   
offer for the Stock Options” above.                                             

If, as a result of the completion of the Share Exchange, Metso's ownership      
exceeds 90 percent of all shares and voting rights in Tamfelt, Metso shall      
commence at the earliest practical time the compulsory redemption proceedings in
accordance with the Finnish Companies Act.                                      

Upon the redemption of the remainder of the Shares not tendered in the Share    
Exchange Offer, Metso intends to apply for the delisting of Tamfelt's Shares on 
the Helsinki Stock Exchange.                                                    

Extraordinary General Meeting of Shareholders of Tamfelt                        

Under the Combination Agreement, the Board of Directors of Tamfelt has          
undertaken to convene an Extraordinary General Meeting of shareholders of       
Tamfelt be held on no later than one week prior to the expiry of the offer      
period and to propose to such meeting to resolve on the removal of Article 12   
from Tamfelt's Articles of Association and to elect a new Board of Directors for
Tamfelt, as described in “—Certain Consequences of the Share                    
Exchange—Extraordinary General Meeting of Shareholders of Tamfelt” below.       

Recommendation of the Board of Directors of Tamfelt                             

Under the Combination Agreement, the Board of Directors of Tamfelt has          
undertaken to unanimously and unconditionally recommend to the shareholders and 
Stock Option holders in Tamfelt to accept the Share Exchange Offer and to vote  
in favor of the removal of Article 12 of Tamfelt's Articles of Association, and 
the election of a new Board of Directors for Tamfelt as described in “—Certain  
Consequences of the Share Exchange—Extraordinary General Meeting of Shareholders
of Tamfelt” below.                                                              

The Board of Directors of Tamfelt may, at any time prior to the completion of   
the Share Exchange Offer, withdraw, modify or amend its recommendation or take  
actions contradictory to its earlier recommendation, if (a) the Board of        
Directors of Tamfelt considers that, due to materially changed circumstances,   
the acceptance of the Share Exchange Offer would no longer be in the best       
interest of Tamfelt and/or the shareholders and Stock Option holders in Tamfelt;
and (b) the Board of Directors of Tamfelt has received an opinion from an       
independent reputable advisor, according to which such withdrawal, modification 
or amendment of the recommendation, or acting contradictory to the              
recommendation, is in the best interest of Tamfelt and/or the shareholders and  
Stock Option holders in Tamfelt; and (c) the Board of Directors of Tamfelt has  
provided Metso with a reasonable opportunity to negotiate with the Board of     
Directors of Tamfelt on such actions; and (d) if an action allowed is connected 
to a Superior Offer (as defined below), the Board of Directors of Tamfelt has   
given Metso a reasonable opportunity during not less than five (5) days to agree
with the Board of Directors of Tamfelt on improving the terms and conditions of 
the Share Exchange Offer.                                                       

Tamfelt shall not, directly or indirectly, solicit any inquiries or facilitate  
or solicit any proposal or offer (including, without limitation, any proposal or
offer to shareholders and Stock Option holders in Tamfelt) that constitutes, or 
may reasonably be expected to lead to, any competing transaction or that could  
otherwise harm or hinder the completion of the combination or have any          
discussions or negotiations with anyone in furtherance of any such actions.     

If Tamfelt receives from any person an unsolicited bona fide written offer for a
competing transaction (a “Competing Offer”) that the Board of Directors of      
Tamfelt determines in good faith to constitute a Superior Offer (as defined     
below), Tamfelt may take any action(s) reasonably required in respect of such   
Competing Offer, if: (a) the Board of Directors of Tamfelt determines in good   
faith that it is obligated to take such action(s) in order to comply with its   
fiduciary duties; and (b) Tamfelt has complied with the terms of the Combination
Agreement.                                                                      

A “Superior Offer” shall mean a bona fide binding written offer not solicited by
or on behalf of Tamfelt made by a third party to acquire all of the Shares and  
Stock Options in Tamfelt pursuant to a tender offer or a merger, or to acquire  
all the operations of Tamfelt pursuant to a sale of all or substantially all of 
the assets of Tamfelt, on terms which the Board of Directors of Tamfelt         
reasonably determines in good faith to be substantially more beneficial for the 
shareholders and Stock Option holders in Tamfelt than the Share Exchange Offer, 
as the same may be modified by Metso. In determining whether an offer is        
substantially more beneficial for the shareholders and Stock Option holders in  
Tamfelt, the Board of Directors of Tamfelt must also take into account whether  
the potential Superior Offer is reasonably capable of being consummated (taking 
into account, among other things, all legal, financial, regulatory and other    
aspects of such proposal and the identity of the person making such proposal)   
and the availability of financing.                                              

Representations and Warranties                                                  

In the Combination Agreement, the Parties give each other certain               
representations and warranties customary in transactions of a similar nature    
relating to, among other things:                                                

- certain corporate matters including the organization, qualification to do 
business and authority to execute the Combination Agreement and perform the     
obligations thereunder; and                                                     

- the information disclosed by the respective party, including the financial 
statements, interim reports and public announcements.                           

The warranties shall automatically terminate on the completion date for the     
Share Exchange Offer thereby having no further effect after such date.          

Undertakings                                                                    

Under the Combination Agreement, the Parties have given certain undertakings to 
each other with respect to the procedures to be followed in connection with the 
Share Exchange Offer, including, among other things, the following:             

- each Party has undertaken to use its best efforts to do, or cause to be done, 
and to assist and cooperate with the other Party in doing, all things necessary 
or advisable to consummate in the most expeditious manner practicable, the Share
Exchange Offer and the combination;                                             

- Metso has agreed to make all submissions, notifications and filings it deems 
necessary to obtain all consents, approvals or actions by any competition       
authorities under any applicable competition laws in any jurisdiction;          

- Tamfelt has agreed to provide to Metso and its advisors access upon prior
notice 
and at reasonable times to such information concerning the business, properties,
contracts, assets, liabilities, personnel and other aspects of Tamfelt and its  
subsidiaries as Metso may reasonably request;                                   

- Tamfelt has undertaken to continue its business operations in the ordinary 
course of business and consistent with past practice, and to refrain from making
or carrying out any material changes;                                           

- each Party has undertaken not to take any actions to distribute or declare 
dividends prior to the closing date; and                                        

- each Party has undertaken to notify the other Party of certain events and to 
consult with each other before issuing any public announcements.                

Termination                                                                     

In accordance with the terms and conditions, the Combination Agreement can be   
terminated as follows:                                                          

a) by a mutual written agreement of the Parties; 

b) by either Party, if the closing date shall not have occurred on or before
March 31,2010; provided, however, that this right to terminate shall not be
available to the Party whose failure to fulfill any obligation under the
Combination 
Agreement shall have resulted in the failure of the Closing Date to occur on or 
before such date;                                                               

c)by either Party, if any order preventing the consummation of the completion
or a material part of it shall have been issued by any court or other authority
of competent jurisdiction and shall have become final and non-appealable; 

d) by Tamfelt, if the Board of Directors of Tamfelt has, in accordance with the 
terms of the Combination Agreement, withdrawn, modified or amended its          
recommendation;                                                                 

e)by Metso, if the Board of Directors of Tamfelt has (i) withdrawn, modified or 
amended, or proposed to withdraw, modify or amend its recommendation, (ii)      
approved or recommended, or proposed to approve or recommend, any Competing     
Offer, (iii) announced a neutral position with respect to any Competing Offer,  
and failed to reject or recommend such Competing Offer within three (3) days of 
the announcement of such neutral position, or (iv) taken any other action       
contradictory to its earlier recommendation and has not rectified such          
contradictory action within three (3) days from Metso's written notice thereof; 

f)by Metso, upon (i) an occurrence of an event that has resulted in or 
constituted, or would reasonably be expected to result in, or constitute, a     
material adverse effect on the business, assets, financial condition, results of
operations or future prospects of Tamfelt and its subsidiaries; or (ii) Metso,  
after the execution of the Combination Agreement receiving new information      
undisclosed to it prior to the execution of the Combination Agreement  which has
a material adverse effects on the business, assets, financial condition, results
of operations or future prospects of Tamfelt and its subsidiaries; and          

g) by Tamfelt, upon a material breach of any warranty given by Metso in the 
Combination Agreement; or by Metso, upon a material breach of any warranty given
by Tamfelt in the Combination Agreement; or by either Tamfelt or Metso, upon a  
material breach of certain covenants included in the Combination Agreement, by  
the other Party.                                                                

If the Combination Agreement is terminated by either Party in accordance with   
(d) or (e) above, Tamfelt shall reimburse Metso for all of its out-of-pocket    
expenses in connection with the transactions contemplated by the Combination    
Agreement.                                                                      

Governing Law                                                                   

The Combination Agreement is governed by Finnish law.                           

Certain Consequences of the Share Exchange                                      

Extraordinary General Meeting of Shareholders of Tamfelt                        

Pursuant to the terms under the Combination Agreement and of the Share Exchange 
Offer, a general meeting of shareholders of Tamfelt shall be convened resolve to
(i) remove  Article 12 of Tamfelt's Articles of Association (Obligation to      
Redeem Shares) and (ii) elect Jorma Eloranta, Mikael von Frenckell, Pasi Laine, 
Bertel Langenskiöld and Jouko Oksanen as members of the Board of Directors of   
Tamfelt, with the effectiveness of such resolutions being subject only to the   
public announcement of Metso promptly after the last date of the offer period   
(including any extended or discontinued extended offer period) to the effect    
that the offer conditions of the Share Exchange Offer have been satisfied (or   
waived) by Metso.                                                               

Meeting of the Board of Directors of Metso                                      

The Board of Directors of Metso has been authorized by the General Meeting of   
shareholders held on March 31, 2009 to decide on a share issue of a maximum of  
15,000,000 new Metso shares and a maximum of 10,000,000 treasury shares of      
Metso, in deviation of Metso's shareholders' pre-emptive right to subscribe for 
shares. On November 5, 2009, the Board of Directors of Metso decided on a share 
issue directed at Tamfelt's shareholders, as required for implementing the Share
Exchange Offer. The directed share issue is conditional upon Metso deciding to  
complete the Share Exchange Offer.                                              

The New Metso Shares to be Issued                                               

The subscription for the new Metso shares to be issued will take place as a     
payment-in-kind so that each 10 Tamfelt Shares will entitle its holder to       
subscribe 3 new Metso shares. If the Share Exchange is accepted in full, the new
Metso shares will represent approximately 6 percent of Metso's share capital and
voting rights after the share issue. The Share Exchange will be carried out on  
the terms and conditions presented in the Share Exchange Offer Document.        

An application will be made to the Helsinki Stock Exchange to list the new      
shares issued in order to carry out the Share Exchange in the same class as     
Metso's existing shares. The issuance of Metso's new shares will be carried out 
in connection with the admission of the shares to public trading.               

The new Metso shares to be issued as in the Share Exchange Offer will confer the
right to a dividend and other shareholder rights when Metso's new shares have   
been entered in the Finnish Trade Register.                                     

Shareholding of Metso's and Tamfelt's Shareholders in the Combined Company      

If the Share Exchange Offer is accepted in full, Metso's current shareholders   
will own a total of approximately 94 percent and former Tamfelt's shareholders a
total of approximately 6 percent of Metso's shares.                             

Certain risk factors related to the Combination                                 

Tamfelt shareholders should familiarize themselves carefully with the matters   
presented in section “Risk Factors Related to the Share Exchange Offer and      
Metso” of the share exchange offer document as well as with the other           
information given in the share exchange offer document.                         

ADVISORS                                                                        
SEB Enskilda acts as the financial advisor and White & Case LLP as the legal    
advisor of Metso in connection with the Share Exchange Offer. Access Partners   
acts as the financial advisor and Merilampi Attorneys Ltd as the legal advisor  
of Tamfelt in connection with the Share Exchange Offer.                         


Tamfelt Corp.                                                                   
Board of Directors                                                              

For further information:                                                        
Reima Kerttula, President and CEO, Tamfelt Corp., tel.              
+358 10 404 9200                                                                
Bertel Langenskiöld, President, Paper and Fiber Technology, Metso, tel. +358 20 
484 3200                                                                        

Press conference (in Finnish) on November 5, 2009 at 1:00 p.m. at Metso's       
Corporate Office, Fabianinkatu 9 A, Helsinki.                                   

The press conference will be attended by Metso's President and CEO Jorma        
Eloranta, Bertel Langenskiöld, President, Paper and Fiber Technology segment,   
and Tamfelt Corp.'s Chairman of the Board, Mikael von Frenckell and President   
and CEO Reima Kerttula.                                                         

This release may not be released or otherwise distributed, in whole or in part, 
in or into Australia, Canada, Japan, New Zealand, South Africa or the United    
States. This release is not a tender offer document and as such does not        
constitute an offer or invitation to make a sales offer. Investors shall accept 
the Share Exchange Offer for the shares and the offer for the Stock Options only
on the basis of the information provided in a share exchange offer document.    
Offers will not be made directly or indirectly in any jurisdiction where either 
an offer or participation therein is prohibited by applicable law or where any  
share exchange offer document or registration or other requirements would apply 
in addition to those undertaken in Finland.                                     
The share exchange offer document and related acceptance forms will not and may 
not be distributed, forwarded or transmitted into or from any jurisdiction where
prohibited by applicable law. In particular, the Share Exchange Offer or the    
offer for the Stock Options is not being made, directly or indirectly, in or    
into, or by use of the postal service of, or by any means or instrumentality    
(including, without limitation, facsimile transmission, telex, telephone or the 
Internet) of interstate or foreign commerce of, or any facilities of a national 
securities exchange of, Australia, Canada, Japan, New Zealand, South Africa or  
the United States. The Share Exchange Offer or offer for the Stock Options      
cannot be accepted by any such use, means or instrumentality or from within     
Australia, Canada, Japan, New Zealand, South Africa or the United States.       

Distribution                                                                    
NASDAQ OMX Helsinki Ltd                                                         
Main media                                                                      
www.tamfelt.com                                                                 

Tamfelt is a world-leading supplier of technical textiles. The company's main   
products are clothing products for the paper and pulp as well as mining and     
chemical industries. The Group employs about 1,350 people and its net sales in  
2008 were 165 million euro. Founded in 1797, the company is one of the pioneers 
of Finnish industry.