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Panostaja Oyj M&A Activity 2008

May 2, 2008

3332_tar_2008-05-02_309b393f-c808-4f91-868d-6f3695ce343e.html

M&A Activity

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Disclosure 258453

Panostaja Oyj - Tender offer

PANOSTAJA TO ACQUIRE THE ENTIRE STOCK OF KOPIJYVÄ OY

Panostaja Oyj Stock Exchange Release, May 2, 2008 PANOSTAJA TO ACQUIRE THE ENTIRE STOCK OF KOPIJYVÄ OY Panostaja Oyj has today signed a conditional agreement to purchase the entire stock of digital printing services provider Kopijyvä Oy. The agreement contains a reservation for approval of the deal by one of the sellers, the Board of Directors of the foundation Kauko Sorjosen Säätiö. Upon materialisation of the deal, Panostaja will extend its group business operations by establishing a new business area to specialise in digital printing services. The deal is due to become binding for both parties by May 2, 2008. Kopijyvä Oy is one of Finland's leading providers of digital printing services. Dating back 30 years, the company has a profound experience as a producer in the fields of copying, construction drawings, posters and four-colour as well as black and white digital printing matters. The Kopijyvä Group employs 130 persons and its operations in Finland are located in Jyväskylä, Kuopio, Joensuu, Varkaus and Kouvola. Including affiliated companies and partner network, the company is operative in a total of 15 locations. Outside of Finland, Kopijyvä is present in St Petersburg, Russia, and Tallinn, Estonia. The purchase price is estimated to amount to approximately Euro 16,7 Million. The final purchase price will be defined by May 28, 2008. Panostaja aims at building up a leading nation-wide digital printing chain around the company Kopijyvä. - The printing business is in stage of transition and there are strong options for growth, says Juha Sarsama, Panostaja's Chief Executive Officer. In terms of business operations and well as applied technology, Kopijyvä is a leading Finnish company in its field. - We are pleased to be able to offer Kopijyvä a new home and to enable further development and growth for this esteemed company. It is our aim to extend Kopijyvä to become a clearly larger player in the market and to further internationalize its business operations, says Juha Sarsama. In connection with the acquisition, Kopijyvä's founder and main owner Kauko Sorjonen will withdraw from the company founded by him in 1977. Kopijyvä Oy's Managing Director Heimo Viinanen will continue in his present position as a significant minority shareholder. - The growth in the field of digital printing will continue and the business will continue to further centralise as a result of high investment costs alone. In this situation, Panostaja will contribute the necessary strategic competence, says Heimo Viinanen. The Group's net sales and profits of the fiscal periods January 1, 2007 to December 31, 2007 and January 1, 2006 to December 31, 2006 were as follows (FAS): (thousand Euro) Jan 1 to Dec 31, 2007 Jan 1 - Dec 31, 2006 Net Sales 13,090 11,179 Operating profit 2,181 1,682 The Balance Sheets as of December 31, 2007 and December 31, 2006 based on the Group Financial Statements were as follows: (thousand Euro Dec 31, 2007 Dec 31, 2006 Non-current assets 5,079 4,790 Stocks 323 929 Receivables and current assets 5,182 4,113 Total 10,584 9,832 Equity 7,732 5,975 Minority interest 866 1,043 Liabilities 1,986 2,814 Total 10,584 9,832 The acquisition is expected to have a positive effect on the Panostaja Group's current fiscal period as well as on earnings and equity per share. After materialisation of the final financing of the acquisition, the deal is expected to decrease the company's equity ratio by some two percent. Panostaja Oyj Juha Sarsama Chief Executive Officer This stock exchange bulletin is a translation of the original Finnish stock exchange bulletin 29th April 2008 Additional information: Juha Sarsama, Chief Executive Officer, +358 40 774 2099 Panostaja Oyj is a public limited company focusing on investment activities. The Group invests in Finnish small and medium-sized enterprises operating in traditional industries. Investments are primarily carried out through acquisitions. Panostaja Group invests business resources and strategic know-how in companies. The objective is to raise the target company to become a major player in its field according to a pre-determined schedule. Once this schedule has elapsed, the enterprise will continue to operate as an independent growth company. The Panostaja Group's net sales in the fiscal period 2007 amounted to Euro 90,8 Million. The Group operates in twelve different business areas.