Vaahto Group Plc Oyj - Company Announcement

VAAHTO GROUP AND UUTECHNIC HAVE SIGNED AN AGREEMENT ON A MERGER, FINAL VALIDITY CONDITIONAL TO THE DECISIONS Of EGM

VAAHTO GROUP AND UUTECHNIC, TOGETHER WITH THEIR PRINCIPAL SHAREHOLDERS, HAVE
SIGNED AN AGREEMENT ON A MERGER, WHICH FINAL VALIDITY IS CONDITIONAL TO THE
DECISIONS OF THE COMPANIES' EXTRAORDINARY GENERAL MEETINGS CALLED FOR OCTOBER
30, 2015. 

Helsinki, Finland, 2015-10-30 07:40 CET (GLOBE NEWSWIRE) -- VAAHTO GROUP PLC
OYJ STOCK EXCHANGE RELEASE, OCTOBER 30, 2015 at 8:40 am 



VAAHTO GROUP AND UUTECHNIC, TOGETHER WITH THEIR PRINCIPAL SHAREHOLDERS, HAVE
SIGNED AN AGREEMENT ON A MERGER, WHICH FINAL VALIDITY IS CONDITIONAL TO THE
DECISIONS OF THE COMPANIES' EXTRAORDINARY GENERAL MEETINGS CALLED FOR OCTOBER
30, 2015. 



Vaahto Group Plc Oyj and Vaahto Group's principal shareholders Hannu Laakkonen,
Mikko Laakkonen and HML Finance Oy, Uutechnic Oy and Uutechnic's shareholders,
have signed an agreement to execute a contemplated transaction in which
Uutechnic is acquired by Vaahto Group in a share exchange. The agreement shall
become finally valid after Uutechnic's and Vaahto Group's Extraordinary General
Meetings have approved the transaction in its entirety and Vaahto Group's
Extraordinary General Meeting has approved the transaction, changes in
ownership and other issues related to the transaction according to the draft
resolution of Vaahto Group's Board of Directors. The main terms of the
agreement and the content of the transaction adhere to the conditional
agreement signed on September 3, 2015, as well as to the stock exchange release
of the conditional agreement released on the same day, and to the content of
the invitation to the Extraordinary General Meeting and the material related to
that. 

Vaahto Group's and Uutechnic's Extraordinary General Meetings are called for
October 30, 2015 to address the transaction and other matters related. If the
Extraordinary General Meetings shall approve the transaction and the other
matters related to the transaction according to the Board of Directors'
propose, the transaction, the ownership arrangement related to the transaction
and the financing arrangement released on October 28, 2015 shall be realized in
stages by the end of January 2016. The parties to the agreement have committed
to vote in favor of the transaction in the Extraordinary General Meetings. 



The preliminary Pro Forma-figures of post transaction group is presented i
Appendix 1. 



Helsinki, October 30, 2015

VAAHTO GROUP PLC OYJ

Board of Directors








Appendix  1: Preliminary Pro Forma-figures

Vaahto Group's audited financial statements are prepared according to
international financial reporting standards (“IFRS”). Uutechnic's financial
statements are prepared according to Finnish Accounting Standards (“FAS”). In
connection of preparing consolidated Pro Forma-figures, Uutechnic's financial
statements have been converted to IFRS-figures. 

The figures presented in this stock exchange release include FAS to IFRS
related conversion adjustments that Vaahto management has considered having
significance to financial information of the business in matter. Due to certain
assumptions and justified simplifications made, this unaudited preliminary
consolidated Pro Forma illustration does not represent the official
IFRS-consolidation for Vaahto Group or Uutechnic. Furthermore the presented
preliminary unaudited figures are based on the assumption that Uutechnic's
non-business related assets are excluded. 

The preparation of  consolidated balance sheet is conducted applying reverse
acquisition approach according to IFRS. In a reverse acquisition, Uutechnic
having the majority of votes and control over the board, is considered as the
acquiring entity. 

The presented preliminary consolidated Pro Forma-figures are prepared only for
illustrative purposes and to describe the impact on Vaahto Group's income
statement assuming the transaction had taken place before interim report, or on
balance sheet if the transaction had taken place on June 30th 2015. 

These presented figures do not represent actual historical financial
performance or balance sheet of Vaahto Group. Neither do figures represent any
kind of forecast or estimate on future development. It should also be noticed
that the Pro Forma figures presented here are preliminary and are not purported
to be a perfect or fully accurate representation. The figures are subject to
change in forthcoming releases or reportings. 



Consolidated Pro Forma 30.6.2015, which assumes that AP-Tela Oy is        Plc   
 considered again as a continuing operations and Uutechnic Oy has      Uutechnic
 demerged into Uutechnic Business company and to non-business            Group  
 company.                                                                 Oyj   
--------------------------------------------------------------------------------
Selected income statement information                                  1.1.-30.6
                                                                         .2015  
                                                                      ----------
Continuing operations                                                  
----------------------------------------------------------------------
Sales                                                                     13.9  
Operating profit/loss                                                     -0.3  
Net profit/loss                                                           6.5   
Selected balance sheet information                                     30.6.2015
--------------------------------------------------------------------------------
Goodwill                                                                  7.8   
Other fixed assets                                                        4.1   
FIXED ASSETS                                                              11.9  
Other Current assets                                                      9.5   
Cash & Equivalents                                                        4.5   
CURRENT ASSETS                                                            14.1  
ASSETS                                                                    26.0  
--------------------------------------------------------------------------------
EQUITY                                                                    9.5   
Capital Loans                                                             2.0   
Interest bearing debt                                                     0.8   
LONG TERM INTEREST BEARING DEBT                                           2.8   
CURRENT LIABILITES                                                        13.7  
EQUITY & LIABILITIES                                                      26.0  
--------------------------------------------------------------------------------




         Additional information:
         Mr. Sami Alatalo, Chairman of the Board  +358 40 826 2066