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Opinion of Etteplan Oyj’s Board of Directors on Ingman Group Oy Ab’s mandatory public takeover bid

Stock exchange release – Published: 01.10.2013 13:00:00



With reference to Etteplan Oyj’s (hereinafter ‘Etteplan’ or the ‘Target Company’ or the ‘Company’) stock exchange release of September 16, 2013 on Ingman Group Oy Ab’s (hereinafter the ‘Offeror’ or ‘Ingman Group’) mandatory takeover bid on all the shares in Etteplan (the ‘Takeover Bid’), Etteplan’s Board of Directors issues its opinion referred to in Chapter 11, section 13 of the Securities Markets Act (746/2012) on the Takeover Bid. The offer period under the Takeover Bid has commenced on September 18, 2013 and ends on October 9, 2013 at 4 P.M. (Finnish time), unless the offer period is extended in accordance with the terms and conditions of the Takeover Bid.

In accordance with Chapter 11, section 13 of the Securities Markets Act, the Board of Directors of the target company must publish its opinion on the takeover bid. The opinion must include a well-founded assessment on the bid from the perspective of the target company and the holders of the securities subject to the bid as well as on strategic plans presented by the offeror in the offer document and their likely effects on the operations of the target company and employment in the target company.

The detailed terms and conditions and background of and reasons for the Takeover Bid are specified in the offer document (the ‘Offer Document’) published by the Offeror on September 16, 2013.

To support its assessment, Etteplan’s Board of Directors has requested from Aventum Partners Oy a fairness opinion on the Takeover Bid (the ‘Fairness Opinion’). In accordance with the Fairness Opinion, the consideration of the Takeover Bid offered to the shareholders is fair from a financial point of view. The Fairness Opinion is attached to this opinion as Appendix 1.

Etteplan has not received a separate opinion from the representatives of its personnel on the effects of the Takeover Bid on employment.

Etteplan’s Board of Directors has carefully assessed the Takeover Bid and its terms and conditions as a whole based on the Offer Document, the Fairness Opinion, information published by Etteplan, Etteplan’s estimated result development, other alternatives explored by the Board of Directors and other available information.

Assessment of the Board of Directors from the Perspective of the Target Company and the Holders of Its Securities

Etteplan’s Board of Directors assesses that the price of EUR 3.20 per share offered by the Offeror for the shares in Etteplan is fair for the Company and from a financial point of view, fair for its shareholders.

Grounds for the Assessment of the Board of Directors and Assessment of the Target Company’s Strategy, Business Operations and Personnel

In accordance with the Offer Document, the Offeror does not expect that the completion of the Takeover Bid will have immediate effects on Etteplan’s business operations, assets or the position of the management or the personnel. The Offeror states in the Offer Document that it believes that the key owner’s strengthened commitment to Etteplan’s ownership will have a positive effect on Etteplan. The Offeror aims, irrespective of the degree of completion of the Takeover Bid, to support Etteplan’s possibilities to develop its business operations. The Offeror does not expect its plans concerning Etteplan to have likely immediate effects on Etteplan’s employees or the location of its offices.

Etteplan’s Board of Directors assesses that Ingman Group, a strong domestic investor, has the financial ability to support the implementation of the Company’s strategy as a significant owner, who knows the Company’s operations well.

Etteplan’s Board of Directors deems that the implementation of Etteplan’s strategy requires strong support and perseverance from the owners. From the perspective of the Company, ensuring profitable growth outside Finland and, thereby, the improvement of earning power of the entire Company is of particular importance. In launching the Takeover Bid, Ingman Group has, as a long-term owner of the Company, expressed its willingness to develop the Company’s business operations. Etteplan’s Board of Directors assesses, as a whole, that the price of EUR 3.20 offered by the Offeror for the shares in Etteplan is, from a financial point of view, fair for the shareholders, but states that the price does not include a significant premium in relation to the Company’s share price development preceding the date on which Ingman Group’s obligation to bid arose.

The Board of Directors’ opinion is unanimous.

Board Member Robert Ingman did not participate in considering the opinion.

Etteplan’s Board Members own shares in Etteplan as follows: Chairman of the Board Heikki Hornborg 1, 088, 320 shares in total (5.39 per cent of the shares and votes), Board Member Tapio Hakakari directly and together with his controlled entities 423, 146 shares in total, Pertti Nupponen directly and together with his controlled entities 39, 794 shares in total, Teuvo Rintamäki directly and together with his related parties 43, 397 shares in total and Satu Rautavalta together with her related parties 2, 504 shares in total. Chairman of the Board Heikki Hornborg has notified to the Board of Directors that he deems that a strong and committed key owner is important for the future of the Company and that he intends to accept Ingman Group’s takeover bid in relation to all shares held by him.

This opinion of the Board of Directors should not be considered as investment advice. Etteplan’s business and trade in Etteplan’s shares also involves risks that are beyond the Company’s control. Etteplan’s shareholders should independently decide on the acceptance of the Takeover Bid while taking into account all the information given in the Offer Document, this Board of Director’s opinion in its entirety and other factors having an effect on the value of the Company’s share.

This opinion of the Board of Directors is based on an assessment of the issues and circumstances which the Board of Directors has concluded to be material in evaluating the Takeover Bid, including but not limited to the information and assumptions on the current state and future development of Etteplan’s business operations and finances.

Etteplan has undertaken to follow the recommendation regarding procedures to be complied with in public takeover bids (Helsinki Takeover Code) referred to in Chapter 11, section 28 and Chapter 19, section 6 of the Securities Markets Act. Castrén & Snellman Attorneys Ltd acts as the legal adviser for the Board of Directors.

Hollola, October 1, 2013

Etteplan Oyj

Board of Directors


Additional information:
Heikki Hornborg, Chairman of the Board, tel. +358 400 873 063

Major media

Etteplan provides engineering planning services and technical product information solutions to the world’s leading companies in the manufacturing industry. Our services are geared to improve the competitiveness of our customers’ products and engineering processes throughout the product life cycle. The results of Etteplan’s innovative engineering can be seen in numerous industrial solutions and everyday products.

In 2012, Etteplan had a turnover of EUR 134.5 million. The company has more than 1, 700 professionals in Finland, Sweden, the Netherlands and China. Etteplan’s shares are listed on NASDAQ OMX Helsinki Ltd under the ticker ETT1V.