Kemira GrowHow Oyj - Tender offer

Yara will launch offer to acquire Kemira GrowHow

emira GrowHow Oyj STOCK EXCHANGE RELEASE 24.5.2007 

Yara will launch offer to acquire Kemira GrowHow 

Yara International ASA (YAR) has today acquired 30.05 percent of all shares and
votes in Kemira GrowHow Oyj from the State of Finland. The purchase price paid
for the shares is EUR 12.12 per share. As a result Yara will launch a mandatory
tender offer for the remaining shares in the company at the same price of EUR
12.12 per share in accordance with the Finnish Securities Markets Act. The
offer will strengthen the long-term growth and value creation prospects for the
combined company. 

Kemira GrowHow's phosphate and Yara's nitrogen activities will serve as a solid
platform for the future and position the company as a knowledge leader in the
global fertilizer industry. The transaction will secure a strong European based
fertilizer industry to the benefit of the competitiveness and quality of the EU
food supply system. 

“I am very excited about the opportunities this transaction will create and
pleased that two Nordic companies with a strong history can combine their
strengths in meeting the global competition. Kemira GrowHow's phosphate mining,
processing and commercialization compliments Yara's existing business extremely
well,” says CEO and President of Yara International ASA, Thorleif Enger. “The
combined activities will create value for the shareholders and be good for our
employees and customers.” 

Kemira GrowHow owns a major phosphate mine at Siilinjärvi, Finland and has
access to additional phosphate rock through mining rights at Sokli. The company
is one of the leading producers of fertilizers and feed phosphates in Europe
with production facilities in 8 countries, sales to over 100 countries and
about 2,500 employees. Kemira GrowHow focuses on providing customized
fertilizers and related services for crop cultivation, feed phosphates for use
in animal feed, as well as process chemicals for selected industrial segments.
During first quarter of 2007 net sales were EUR 350 million and operating
profit EUR 21.4 million. 

“Combining the global business approach of Yara and its nitrogen activities
with Kemira GrowHow's platform within phosphate creates new opportunities in
meeting our goals, both with regard to our competitiveness, our geographical
presence and our offer to the customers,” says CEO of Kemira GrowHow Oyj,
Heikki Sirviö. 

Tender offer

Yara International ASA has acquired 17,188,480 shares in Kemira GrowHow Oyj
from the State of Finland. The purchase price paid for the shares is EUR 12.12
per share. The acquired shares, representing 30.05 percent of all shares and
votes in Kemira GrowHow, constitute the total holding of Yara in Kemira GrowHow
at the date hereof. 

As a result of the acquisition of the State shares, Yara's holding exceeds
three-tenths (3/10) of the votes in Kemira GrowHow and Yara is under the
obligation to launch a mandatory tender offer under the Chapter 6 Section 10 of
the Securities Markets Act for the remaining shares in Kemira GrowHow. It is
anticipated that the tender offer will be commenced within 30 days, but in any
event within the time period provided in Chapter 6 Section 14 of the Securities
Markets Act. The offered cash consideration in the tender offer will be EUR
12.12 per share. 

The offer will value Kemira GrowHow at EUR 671,8 million on an equity value
basis. The cash consideration of EUR 12.12 per share corresponds to a premium
of 30.7 percent over the closing price of EUR 9.27 per share on May 23, 2007, a
premium of 36.1 percent over the average closing price for the previous 30
trading days and a premium of 30.8 percent over the volume-weighted average
price during the previous 3 months. The offer price also represents a premium
of 17.1 percent over the Company's all-time high traded share price of EUR
10.35 per share. Additionally Yara will pay interest accruing at an annual rate
of 5.00 percent from date on which an account operator or a custodian has
received the acceptance of the Tender Offer by a shareholder of Kemira GrowHow
until and including the payment day of the offer price pursuant to the Tender
Offer to such shareholder. 

The tender offer will be conditional on the relevant regulatory approvals.
However, Yara and Kemira GrowHow do not anticipate any problems with the
regulatory process and Yara is prepared to accommodate any concerns of the
authorities to a large extent to assure such approval. Until such conditions
are met and the deal is finalised, Kemira GrowHow will continue its business
operations as usual and there are no effects on the personnel. The CEO and the
management team of Kemira GrowHow will continue to run the business according
to its current strategy and report to the Board of Directors as before. 

Yara will fund the offer consideration from its existing cash balances and
credit lines. Yara has confirmed to Kemira GrowHow that the funding is
available at the time of the Offer as required by the Finnish Securities
Markets Act.  Accordingly, the Offer is not subject to any financing
conditions. 

Yara and Kemira GrowHow have today entered into a Combination Agreement. The
Boards of Directors of Yara and Kemira GrowHow, respectively, strongly believe
that the combination will strengthen the long-term growth and value creation
prospects for the combined company. The Board of Directors of Kemira GrowHow
has assessed the tender offer and, to support its evaluation, acquired a
fairness opinion from Lehman Brothers Europe Limited. Based on its assessment
the Board has concluded that the Offer Price is fair from a financial point of
view to Kemira GrowHow's shareholders. Therefore, the Board unanimously
recommends that the shareholders accept the tender offer by Yara. 

Kemira GrowHow is being advised by Lehman Brothers.

Rationale of the proposed deal

The combination of the two companies will create a strong, world-class company
able to compete effectively in the global fertilizer market. Phosphate rock
mining, phosphoric acid and finished products at Siilinjärvi and Uusikaupunki
in Finland will be important additions to Yara's phosphate-related capabilities
and represent new capacity within Yara. Yara is interested in opening the Sokli
mine in Finnish Lapland and to explore the commercial utilisation of the
phosphate raw material extracted from the mine, if a commercially sustainable
means of implementation will be found. Kemira GrowHow's phosphate mining and
primary upgrading operations in Finland will provide new competencies to the
combined company complementary to Yara's existing operations, and Yara foresees
that these operations will continue in the role of key competence centers in
these fields as part of the combined company. 

Yara and Kemira GrowHow have both streamlined their operations during the last
ten years. The combination now creates new opportunities for value creation
through further growth and synergies. Yara's global sales and marketing network
will be an asset to the industrial operations of Kemira GrowHow in Finland and
elsewhere in Europe. Scale, diversification and financial strength will provide
stability for the company, its customers, and its employees. This creates a
good platform to further develop Kemira GrowHow's asset base and customer
offerings and provides significant new opportunities for Kemira GrowHow's
employees. Due to the insignificant overlap in operations of Kemira GrowHow and
Yara in Finland, the combinations impact on employees in Finland will be very
limited. The Finnish operations as a whole bring new production capacity and
future potential for Yara, who will actively consider increasing especially the
phosphate-related activity in Finland. 

Press and analyst conference

The tender offer will be presented at 16:00 today by the Chairman of the Board
Ossi Virolainen and President and CEO Heikki Sirviö, Kemira GrowHow and CFO
Sven Ombudstvedt, Yara International. The presentation will take place in the
auditorium at Kemira GrowHow head office, Mechelininkatu 1 a, Helsinki. 


For additional information please contact: 

Heikki Sirviö, CEO
Tel. (+358) 500 676 814

Kaj Friman, CFO
Tel. (+358) 50 62 626 


Kemira GrowHow Oyj is one of the leading producers of fertilisers and feed
phosphates in Europe. Kemira GrowHow develops and markets fertilisers and
integrated solutions for crop cultivation, animal feed supplements and
chemicals required in various industries. The company has approximately 2,500
employees worldwide and in 2006 net sales were 1.2 billion euros. Kemira
GrowHow Oyj is listed on the Helsinki Stock Exchange. 
www.kemira-growhow.com

Yara International ASA is a leading chemical company that converts energy and
nitrogen from the air into essential products for farmers and industrial
customers. As the number one global supplier of mineral fertilizers and
agronomic solutions, we help provide food for a growing world population. Our
industrial product portfolio includes environmental protection agents that
safeguard air and water purity and preserve food quality. Yara's global
workforce of 7,000 employees represents great diversity and talent enabling
Yara to remain a leading performer in its industry. www.yara.com 


This stock exchange release must not be released or distributed in whole or in
part in or into the United States, Canada, Japan or Australia. This stock
exchange release is neither an offer to purchase nor a solicitation for an
offer to sell shares, and the tender offer will not be made directly or
indirectly in the United States, Canada, Japan or Australia or any other
jurisdiction where such an offer would violate laws of that jurisdiction. This
stock exchange release and tender offer will not and may not be distributed,
forwarded or transmitted in any way, such as by post, fax, email or telephone,
or in any other way to or from areas where it would violate the law.