Efore - Company Announcement

EFORE TAKES NEXT STEP IN ITS STRATEGY AND ACQUIRES ROAL ELECTRONICS S.P.A.’S ENTIRE SHARE CAPITAL AS WELL AS IMPROVES ITS FINANCIAL ESTIMATE

Espoo, Finland, 2013-07-10 10:55 CEST (GLOBE NEWSWIRE) -- 
Efore Plc  Stock exchange release       July 10, 2013  11.55 a.m.

Efore Plc has today signed an agreement to acquire the entire share capital of
the Italian-based Roal Electronics S.p.A. (Roal). Estimated closing of the
transaction is this week. 

The purchase price of equity amounts to EUR 9.7 million. 60 per cent of the
purchase price is paid in cash and 40 per cent in Efore shares. Purchase price
paid in Efore shares is equivalent to 5 243 243 Efore shares. Efore board has
decided to use the AGM authorization to assign the shares to the sellers.
Shares are valued at EUR 0.74 per share. Subscribing sellers agree not to sell
its Efore shares within 12 months from the closing date of the transaction.
Subscribing sellers will propose Mr. Francesco Casoli, Chairman of Elica Spa
(listed in stock exchange Milan) to become a new board member of Efore Plc in
coming extraordinary general meeting at the end of August or in September. 

In addition to the transaction certain main subscribing sellers are committed
to purchase Roal facility in Italy 6-12 months after the closing, if required
by Efore. In this case the selling price of the facility is EUR 1.5 million and
the facility seller will lease it for 3 years with a rent of EUR 150,000 per
year. 

Roal acquisition is a key part of Efore's strategy to grow industrial business
sector and balance its businesses. Roal designs and manufactures standard and
custom power products for several industrial applications. The transaction
opens new growth opportunities like the fastest growing power products market,
LED drivers, to Efore. Roal is well-known especially for its strong power
supply expertise in LED lighting, instrumentation devices and video wall
displays. 

The transaction enables an optimization of production capacities, production
locations and supply chains. In addition, the transaction generates synergy
benefits in procurement, logistics, IT and in other support functions. Annual
estimated synergy benefits from material purchases are EUR 1.5 million and
reachable after 12 months. No significant integration costs are expected. 

Roal is established in 1985 and it employs approximately 350 people. Its
headquarters and R&D are based in Castelfidardo, Italy and the production unit
in Tunis, Tunisia. Sales and marketing operations are located in Europe, United
States and China. The company's net sales amounted to EUR 39.5 million and EBIT
to EUR 0.5 million in 2012. Net debt position at year end 2012 was EUR -4.2
million. Consolidation of Roal financials into Efore Group is planned to start
from the beginning of July 2013. 

Roal key figures (MEUR):

              2012  2011
Net Sales     39,5  49,2
EBIT           0,5   1,0
Equity         8,1   8,0
Total Assets  25,1  30,1


Efore is financing the deal with long and short term loans and cash reserves.

For strengthening its capital structure and enabling to continue its strategic
change Efore is planning to increase the equity and/or launch loan instruments
with approximately EUR 3-6 million. The matter will be on the agenda of the
before mentioned extraordinary general meeting. 

Due to transaction Efore is improving its financial estimate for fiscal year
2013. According to the Efore's previous financial estimate the company
estimated its net sales for fiscal year 2013 (14 months) to be nearly on the
same level with the fiscal year 2012 (12 months). 

New financial estimate for fiscal year 2013: Net sales of new Efore Group for
fiscal year 2013 is estimated to be at least EUR 80 million. 

After the closing of the deal Efore Group new management team will be: Vesa
Vähämöttönen (President and CEO of Efore Group), Alessandro Leopardi, (CEO and
General Manager of Roal Electronics S.p.A.), Olli Nermes (EVP, Finance &
Administration), Alexander Luiga (EVP, Sales and Marketing), Markku Kukkonen
(EVP, Product Development and Technology) and Mikael Malm (EVP, Operations,
joins Efore on July 29, 2013). Mr. Luiga is responsible for the telecom sector
and Mr. Leopardi for the industrial sector profitability. 

The Board of Directors of Efore Plc has decided to launch a new share-based
incentive plan for Roal key directors. The rewards to be paid on the basis of
the Plan will correspond to the value of a maximum total of 440,000 Efore Plc
shares. A separate stock exchange release will be announced concerning this
after the transaction has been closed. 

Vesa Vähämöttönen, President and CEO of Efore Plc:
“This transaction fits perfectly to Efore's strategy and is a major step in our
efforts to grow the industrial sector. Roal has a strong clientele in Europe
and North America which enables Efore's breakthrough in industrial sector.” 

“Efore and Roal complement excellently each other both geographically and by
product segments. The companies share same core competencies and there are no
overlaps between customer relationships or products.” adds Alessandro Leopardi,
CEO and General Manager of Roal Electronics S.p.A. 

Invitation to a conference call

A press and analysts conference call concerning the acquisition will be
arranged on July 10, 2013 at 2.00 - 3.00 p.m. Call-in details are available at
registering (Mrs. Sari Jaulas, +358 40 766 2828). 


EFORE PLC

Board of Directors


DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Main media

For more information: Vesa Vähämöttönen, President and CEO, tel. tel. +358 9
4784 6312 on July 10, 2013 at 3.00 - 4.00 p.m. 

Efore Group

Efore Group is an international company which develops and produces demanding
power products. Efore's head office is based in Finland and its production unit
is located in China. Efore is present also in Sweden. In the fiscal year ending
in October 2012, consolidated net sales totaled EUR 78.1 million and the
Group's personnel averaged 888. The company's share is quoted on the Nasdaq OMX
Helsinki Ltd. 
www.efore.com