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Statement by the Board of Directors of Partek on the public tender offer by KONE Finance

Statement by the Board of Directors of Partek on the public tender offer by KONE Finance

Stock Exchange Release Published 25/06/2002

KONE FINANCE CORPORATION RECEIVES THE SUPPORT OF PARTEK BOARD OF DIRECTORS TO ITS TENDER OFFER

NOT FOR RELEASE IN THE UNITED STATES, JAPAN, CANADA OR AUSTRALIA
KONE and KONE Finance have been informed of the following releases issued by the Partek’s board of directors concerning Partek shares:
“Statement by the Board of Directors of Partek on the public tender offer by Kone Finance
Kone Finance Oy (”Kone Finance”) has on 14 June 2002 made a public tender offer for all the shares in Partek Oyj Abp (”Partek”) and for all the securities entitling to shares under the Companies Act (the ”Tender Offer”). The offer period pursuant to the Tender Offer has commenced on 18 June 2002. Kone Finance has in its letter dated 18 June 2002 asked the Board of Directors of Partek to issue a statement on the Tender Offer in accordance with the Financial Supervision Authority’s statement K/44/2002/PMO. Pursuant to the request for a statement, and based on the information given in the tender document dated 14 June 2002 relating to the Tender Offer (the “Tender Document”), the Board of Directors of Partek has decided to issue the following statement:
In the Tender Offer Kone Finance offers (i) 15.30 euros for each share in Partek, in addition to which an interest compensation of 5 % per annum calculated from the acceptance of the offer until 16 August 2002 will be paid (the “Share Offer”), (ii) 0.01 euros for each option right issued by Partek in 1997 marked as series A or series B (the “Option Offer”), (iii) 1,918.92 euros for each convertible subordinated bond issued by Partek in 1994 (the “Bond Offer”), and (iv) 2,186.30 euros for each loan note of the convertible capital loan issued by Partek in 1999 (the “Loan Note Offer”).
The Board of Directors of Partek has together with its advisers evaluated the Tender Offer and asked Lehman Brothers Europe Limited (”Lehman Brothers”) to render a written opinion on the consideration offered in the Tender Offer (the “Fairness Opinion”). Lehman Brothers has delivered the Fairness Opinion, subject to usual assumptions, dated 19 June 2002 to the Board of Directors of Partek to the effect that, from a financial viewpoint, the consideration offered by Kone Finance in the Share Offer, in the Bond Offer and in the Loan Note Offer is fair to Partek’s shareholders, to the holders of the bonds and to the holders of the loan notes.
According to the Tender Document, shareholders of Partek owning altogether 29.9 % of the share capital of Partek, have in advance announced their intention to accept the Tender Offer. Together with the shares in Partek owned by the Kone Group, the Tender Offer is, according to the Tender Document, supported by altogether 61.6 % of the share capital of Partek.
Based on the above, the Board of Directors of Partek has at its meeting on 24 June 2002 unanimously concluded that the consideration offered in the Share Offer, the Bond Offer and the Loan Note Offer, from a financial viewpoint, is a fair consideration for the shares, bonds and loan notes that are the subject of the Tender Offer.
The Board of Directors of Partek does not express an opinion regarding the consideration offered in the Option Offer.
Kone Finance has set a number of conditions for the consummation of the Tender Offer. These conditions include a condition relating to the conduct of a due diligence review, which requires the permission of the Board of Directors of Partek. The Board of Directors of Partek has at its meeting on 24 June 2002 decided to give Kone Finance the possibility to conduct a review of Partek and its business operations to the extent this can be deemed reasonably necessary for the Tender Offer, taking into account Partek’s position as a publicly quoted company and the interest of Partek and all its shareholders. The Board of Directors of Partek will separately agree with Kone Finance on the scope of the review and the manner of its execution.”
“Conversion of Partek's subordinated bond and capital loan
Of Partek's EUR 28.2 million (FIM 167,820,000) convertible capital loan issued in 1994, bonds have been converted to 214,408 Partek shares during 2002. The capital loan is listed on the Helsinki Exchanges with the trading code PARVAIH041.
Of Partek's EUR 54.1 million (FIM 322 million) convertible capital loan issued in 1999, bonds have been converted to 217,127 Partek shares during 2002. The capital loan is listed on the Helsinki Exchanges with the trading code PARV050004.
Through the conversion of the bonds mentioned above, Partek's share capital will increase to EUR 88,654,888.80 and the number of shares to 49,252,716. The commissions for conversion delivered by banks to Partek by June 10, 2002 are included in the increase. The increase in share capital will be recorded in the trade register on June 19, 2002, after which the new shares will be combined with Partek Corporation's existing listed shares on June 20, 2002.”
Through the conversion of the bonds and loans the offer of Kone Finance is to purchase (25.6.2002) 33.770.081 shares. The number of shares can be further changed during the offer period as a consequence of the conversion of convertible bonds , convertible capital loan or options.
Sender:
KONE Corporation
Tapio Hakakari
Secretary to the Board Of Directors
KONE Finance Corporation
Aimo Rajahalme
Chairman of the Board of Directors
This stock exchange release must not be released or distributed in whole or in part in or into the United States of America, Canada, Australia or Japan.
The offer is not being made directly or indirectly in or into the United States of America, or by use of the mails or by any means or instrumentality (including without limitation facsimile transmission, telex, telephone and the internet) of interstate or foreign commerce, nor is it being made directly or indirectly in or into Canada, Australia or Japan.
For more information please contact:
Tapio Hakakari
Secretary to the Board of Directors
Tel. +358 204 75 4226
Mobile +358 400 408 316
www.kone.com