Elektrobit Group Oyj - JOT AUTOMATION AND ELEKTROBIT CONTRACT FOR MERGING
April 11, 2002
JOT AUTOMATION AND ELEKTROBIT CONTRACT FOR MERGING
· The Boards of JOT Automation and Elektrobit have signed an agreement on the combination. The name proposed for the new company is Elektrobit Group Oyj.
· Elektrobit produces high level product development and design services as well as the design and product development of advanced tools and measurement equipment for the needs of in-ternational companies in the telecommunication and electronics fields.
· The company to be formed will become a significant provider of product development and de-sign services as well as of products and production automation systems, which will particularly emphasize entire systems for the production testing of telecommunication equipment. This will mean additional growth potential for the new company.
· JOT Automation and Elektrobit believe that synergy benefits and cost savings, whose magni-tude are not estimated at this stage, will be created.
· The pro forma equity of the merging companies on December 31, 2001 was 54.3%. On De-cember 31, 2001 the companies had liquid funds of 32.8 million euros.
· The combination will be implemented with a directed share issue and share exchange to all the shareholders of Elektrobit whereby shareholders of Elektrobit will be offered 42.26485 JOT Automation shares for each Elektrobit share. The current shareholders of JOT Automation will own 30% of the combined company and the shareholders of Elektrobit 70 % (assuming that all the shareholders of Elektrobit accept the share exchange offer). The shareholders of Elektrobit, who represent over 90% of Elektrobit shares ("Main shareholders") have approved JOT Auto-mation's exchange offer.
· Elektrobit's Main shareholders and the Chairman of the Board of JOT Automation, Mika Kettula, have agreed that they will not sell their shares before the release of the interim report for the third quarter of 2003 without an approval from the JOT Automation's Board of Directors. An ex-ception to this is, however, the co-ordinated sale of the shares to increase their free float after the release of the third quarter interim report 2002, if the market situation allows. The purpose of the co-ordinated sale of shares is to make 25%, at the maximum, of the locked-up shares available for trading to the public.
· When the combination is implemented it is the intention of the Board to carry out a share issue of at least 10 million euros directed to the general public or selected investors. The directed is-sue will be priced on a market basis. Some of the companies' main shareholders have given an undertaking until the end of August 2002 to the Board of JOT Automation to subscribe for shares to a value of 10 million euros at a subscription price of 0.40 euros, if necessary. Sub-scription undertakings have been given by the following organisations and private persons: For-tel Invest Oy,Eero Halonen, Jukka Harju, Head Invest Oy, Kai Hilden Juha Hulkko Mika Kettula, Seppo Laine, Juha Reinikka, Juha Sippilä, Pertti Tarvainen and Erkki Veikkolainen.
· The founder of Elektrobit and Chairman of its Board, Juha Hulkko, is proposed as Chairman of the Board of the merged company. The current Chairman of the Board of JOT Automation, Mika Kettula, and current Board member of JOT Automation, Tapio Tammi, are proposed for election as Board members.
· Juha Sipilä, President of Fortel Invest Oy, is proposed for selection as President of the merged company. The current President of JOT Automation, Pertti Tarvainen will be responsible for the company's business operations and the present President of Elektrobit Group Oy, Erkki Veikko-lainen, will be responsible for that company's business operations and the development of joint new business. Arto Pietilä will be appointed President of Elektrobit's largest subsidiary, Elektro-bit Oy.
· The Chairman of the Board of Elektrobit, Juha Hulkko, commented on the proposed arrange-ment as follows: "I believe that the ability and experience of the companies support each other well. The agreed arrangement is a natural extension to the long-term development of Elektrobit. We strongly believe that with long-term investment in our clients, personnel and its ability as well as operating in accordance with our values as a model citizen company we shall ensure the long-term success of the company."
· The Chairman of the Board of JOT Automation, Mika Kettula: "Combining the companies will create excellent possibilities to supply products and services which will cover almost the entire life cycle of the end product and bring the client significant benefits and competitive advantages This union will also bring on to the market a unique production test expert, combining the deep knowledge in communications technology of Elektrobit and the experience of JOT Automation."
· The new President to be elected for the merging company, Juha Sipilä, considers: "I am enthu-siastic to return to operational tasks as the President of the company and lead its highly com-mitted and motivated personnel. During the last years I have been a member of the Boards of both JOT Automation and Elektrobit and I have learned to know the strengths and opportunities of both companies. On the basis of my long experience in telecommunications I also believe strongly in the arrangement and the possibilities it will bring in the new business fields. The combined company is able to offer its clients significantly better service and a wider product range across its entire area of operations."
The shareholders of JOT Automation will receive further information on the proposed arrangement in the offer document and an extraordinary shareholders' meeting which will be convened to decide on the share capital increase required by the share exchange directed to the shareholders of Elek-trobit. For their part the shareholders of Elektrobit will receive further information in the offer docu-ment to be sent to them later. A summary of the combined financial figures for companies, the rele-vant terms and conditions of the arrangement and the basic information about the companies can be found in the enclosure to this release.
The companies will hold today, April 11, 2002, the following information event:
Press conference in Helsinki: at 1.00 p.m.
Hotelli Palace,
Eteläranta 10,
Meeting room: 10. krs Unionsali
Press conference in Oulunsalo: at 6.00 p.m.
JOT Automation Group Plc.
Automaatiotie 1
The following persons will participate in the conference:
- Juha Hulkko, Chairman of the Board, Elektrobit Group Oy
- Mika Kettula, Chairman of the Board, JOT Automation Group Oyj
- Juha Sipilä, the new President of the merging company, Fortel Invest Oy
- Pertti Tarvainen, President, JOT Automation Group Oyj
- Erkki Veikkolainen, President, Elektrobit Group Oy
- Seppo Laine, CFO, Elektrobit Group Oy
Carnegie will act as financial advisor to JOT Automation Group Plc. and main arranger of the share exchange.
Oulunsalo, April 11. 2002
JOT Automation Group Plc.
Board of Directors
