Statement by the Board of Directors of Okmetic Oyj concerning the public tender offer by National Silicon Industry Group

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OKMETIC OYJ STOCK EXCHANGE RELEASE14 APRIL 2016 AT 2.00 P.M. NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA ...

OKMETIC OYJ      STOCK EXCHANGE RELEASE    14 APRIL 2016   AT 2.00 P.M.

NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER OR SUCH RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW OR REQUIRE OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.

STATEMENT BY THE BOARD OF DIRECTORS OF OKMETIC OYJ CONCERNING THE PUBLIC TENDER OFFER BY NATIONAL SILICON INDUSTRY GROUP

1. Background

Okmetic Oyj, ("Okmetic" or the "Company") and National Silicon Industry Group ("NSIG"), a limited liability company incorporated and existing under the laws of the People's Republic of China, with its registered office in Shanghai, China, have on 1 April 2016 entered into a Combination Agreement (the "Combination Agreement"), pursuant to which NSIG, either directly or through a wholly-owned direct or indirect subsidiary of NSIG (jointly, the "Offeror"), will launch a voluntary public tender offer (the "Tender Offer") to purchase all of the issued and outstanding shares and option rights in Okmetic that are not owned by Okmetic or any of its subsidiaries. NSIG has on 1 April 2016 announced the Tender Offer pursuant to Chapter 11 of the Finnish Securities Markets Act.

The Tender Offer will be made in accordance with the terms and conditions of a tender offer document (the "Tender Offer Document") to be published by the Offeror by 22 April 2016. In the Tender Offer Document the Offeror will set forth, inter alia, (i) the background and objectives of the Tender Offer, (ii) information on the grounds for pricing of the Tender Offer, and (iii) the terms and conditions of the Tender Offer.

The Board of Directors of Okmetic (the "Board") has today issued this statement (the "Statement") concerning the Tender Offer in accordance with Chapter 11, Section 13 of the Finnish Securities Markets Act. The Statement assesses the Tender Offer from the perspective of Okmetic, its shareholders and the holders of its option rights as well as the Offeror's strategic plans and their probable impact on Okmetic's operations and employment.

2. Tender Offer in Brief

In the Tender Offer, the Offeror will make a voluntary public tender offer to purchase all of the issued and outstanding shares and option rights in Okmetic that are not owned by Okmetic or any of its subsidiaries.

The consideration offered for each share validly tendered in the Tender Offer is EUR 9.20 in cash. In addition, in accordance with the Combination Agreement, the dividend of EUR 0.65 per share declared by Okmetic's Annual General Meeting held on 7 April 2016 and to be paid to Okmetic shareholders on 18 April 2016 does not reduce the price offered for the shares.

The share offer price of EUR 9.20 together with the dividend of EUR 0.65 per share to be paid to Okmetic's shareholders, EUR 9.85 in the aggregate, represents a premium of approximately 29.6 percent compared to the closing price of the Okmetic shares on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on 31 March 2016, the last trading day before the announcement of the Tender Offer, a premium of approximately 39.4 percent compared to the volume-weighted average trading price of the shares on Nasdaq Helsinki during the 3-month period preceding the announcement of the Tender Offer, and a premium of approximately 38.9 percent compared to the volume-weighted average trading price of the shares on Nasdaq Helsinki during the 12-month period preceding the date of the announcement of the Tender Offer. Based solely on the offer price of EUR 9.20 per share, the corresponding premium would be approximately 21.1 percent compared to the closing price of the Okmetic shares on Nasdaq Helsinki on the last trading day before the announcement of the Tender Offer, and approximately 30.2 percent compared to the 3-month and approximately 29.7 percent compared to the 12-month volume-weighted average trading price of the Okmetic shares on Nasdaq Helsinki preceding the date of the announcement of the Tender Offer.

The consideration offered for each option right granted under Okmetic's 2013 option plan and validly tendered in the Tender Offer is EUR 4.87 in cash for each 2013 A option right and EUR 4.62 in cash for each 2013 B option right after the payment of the dividend of EUR 0.65.

Certain of the largest shareholders of Okmetic, Accendo Capital SICAV SIF, Ilmarinen Mutual Pension Insurance Company, Oy Ingman Finance Ab, Mandatum Life Insurance Company Limited and Kaleva Mutual Insurance Company as well as the members of the Board and the Executive Management Group of Okmetic (the "Committed Shareholders"), representing jointly approximately 29.9 percent of the outstanding shares and votes in Okmetic as well as 92.9 percent of the outstanding option rights, have, subject to certain customary conditions, irrevocably undertaken to accept the Tender Offer.

3. Preparation of the Statement

For the purposes of issuing the Statement, the Offeror has submitted to the Board a draft version of the Tender Offer Document in the form in which the Offeror has filed it with the Finnish Financial Supervisory Authority for approval. In preparing the Statement, the Board has relied on the information provided in the draft Tender Offer Document. The Board has not independently verified the information included in the Tender Offer Document.

In order to support its assessment of the Tender Offer, the Board has commissioned UBS Limited to provide an impartial fairness opinion (the "Fairness Opinion") concerning the Tender Offer. The complete Fairness Opinion is attached to this Statement as Appendix 1.

4. Financing of the Offer

According to the Tender Offer Document, the Offeror has secured financing for the Tender Offer and the subsequent mandatory redemption of minority shares through cash on NSIG's balance sheet and committed unconditional equity funding by NSIG's shareholder. The availability of such financing is not subject to any conditions. No third party financing is required by the Offeror to complete the Offer and the redemption of minority shares. The Offeror may, however, at its discretion use also third party financing for the actual settlement of the Tender Offer. The completion of the Tender Offer is not conditional upon obtaining financing for the Tender Offer.

5. Assessment of the Tender from the perspective of Okmetic, its shareholders and the holders of its option rights

In evaluating the Tender Offer, analysing alternative opportunities available to Okmetic and concluding the Statement, the Board has considered several factors, such as Okmetic's recent financial performance, current position and future prospects, and the historical Okmetic's share performance. The Board has assessed the possibility of Okmetic continuing its business operations as a standalone company and based its assessment on reasonable estimates for the future financial performance, including Okmetic's strategic plan for the period 2016-2020. The Board has also carefully evaluated the Tender Offer and its terms and conditions based on the draft Tender Offer Document and other available information including:

  • the consideration and premium offered for Okmetic's outstanding shares and option rights;
  • valuation multiples of Okmetic's shares prior to the announcement of the Tender Offer;
  • the fact that the consideration will be paid in cash;
  • information and estimates of Okmetic's business operations and financial performance on the date of the Statement and their expected future development;
  • transaction certainty, including that the completion of the Tender Offer is not conditional upon financing or the obtaining of authority approvals;
  • the non-solicitation clause included in the Combination Agreement, with the ability to respond to possible third party proposals if necessary to comply with the Board's fiduciary duties;
  • other terms of the Tender Offer;
  • the Fairness Opinion;
  • the undertakings by the Committed Shareholders to accept the Tender Offer as referred to above; and
  • alternative strategic options for Okmetic.

As agreed in the Combination Agreement, the dividend of EUR 0.65 per share declared by the Annual General Meeting of Okmetic held on 7 April 2016 and to be paid to Okmetic shareholders on 18 April 2016 does not reduce the price offered for the shares.

The share offer price of EUR 9.20 together with the dividend of EUR 0.65 per share to be paid to Okmetic's shareholders, EUR 9.85 in the aggregate, represents a premium of approximately 29.6 percent compared to the closing price of the Okmetic shares on Nasdaq Helsinki on 31 March 2016, the last trading day before the announcement of the Tender Offer, a premium of approximately 39.4 percent compared to the volume-weighted average trading price of the shares on Nasdaq Helsinki during the 3-month period preceding the announcement of the Tender Offer, and a premium of approximately 38.9 percent compared to the volume-weighted average trading price of the shares on Nasdaq Helsinki during the 12-month period preceding the date of the announcement of the Tender Offer.

Based solely on the offer price of EUR 9.20 per share, the consideration per share represents a premium of approximately 21.1 percent compared to the closing price of the Okmetic shares on Nasdaq Helsinki on 31 March 2016, the last trading day before the announcement of the Tender Offer, a premium of approximately 30.2 percent compared to the volume-weighted average trading price during the 3-month period preceding the announcement of the Tender Offer, and a premium of approximately 29.7 percent compared to the volume-weighted average trading price during the 12-month period preceding the date of the announcement of the Tender Offer.

Each option right entitles to subscribe for one share. The price offered for each option right has been calculated by deducting the share subscription price of the respective option right from the price offered for each share in the Tender Offer and by adding the dividend of EUR 0.65 per share declared and to be paid to Okmetic's shareholders based on the adjustment of the applicable share subscription price in accordance with the terms and conditions of the option rights.

According to the Fairness Opinion, attached to this Statement as Appendix 1 and subject to the assumptions and qualifications set out therein, the consideration offered in the Tender Offer is fair from the financial point of view for Okmetic's shareholders and the holders of its option rights. Based on the Fairness Opinion and the further investigations and evaluations of the Board, the Board considers the consideration to be fair from the perspective of the shareholders and the holders of option rights of Okmetic.

The Board has concluded that Okmetic would also have viable opportunities to develop its business as a standalone company for the benefit of its shareholders and the holders of its option rights. However, based on its overall assessment, taking into consideration the factors described above, among other things, the Board has concluded that the Tender Offer is a more favourable alternative to Okmetic's shareholders and the holders of its option rights compared to continuing the business operations as a standalone company or other potential strategic alternatives available to Okmetic.

6. Evaluation of the strategic plans presented by the Offeror in the Tender Offer Document and their probable impact on Okmetic's operations and employment

The Board has assessed the Offeror's strategic plans and their probable impact based on the information included in the draft Tender Offer Document. According to such information, the completion of the Tender Offer is not expected to have any immediate effect on the business operations or assets of Okmetic. Further, the employees and executive management of Okmetic will, according to the Tender Offer Document, continue to play an important role in the future development of Okmetic. The Offeror aims to retain the existing management team and employees of Okmetic on their current employment terms in order to ensure that Okmetic will continue on its current development path also post-Tender Offer. As announced on 1 April 2016, Okmetic has on 31 March 2016 sold its plant located in Allen, the United States that focused on epitaxial deposition of silicon wafers, to American company Epitek Silicon. As a result of the sale, the business, production facility, equipment, inventories as well as majority of the personnel of Okmetic's US-based subsidiary Okmetic Inc. transferred to the buyer.

According to the Tender Offer Document, the Offeror believes that there is significant potential for market expansion globally and especially in Asia for Okmetic.  The Offeror intends to support Okmetic by investing in R&D and technology improvements in Finland, developing the business globally, as well as by strengthening Okmetic's worldwide distribution platform, especially in the rapidly growing Chinese semiconductor market. In the Tender Offer Document, the Offeror describes that Okmetic's unique technological capabilities combined with the Offeror's local market knowledge and access to funding, will significantly accelerate Okmetic's development, and after the Tender Offer, with the contribution of NSIG's experience and position in China's semiconductor and technology-related industries and access to the funding, NSIG can provide direct and effective added value to Okmetic's further development in the PRC and beyond. In addition, the Offeror believes that the proven expertise and experience of Okmetic's management and the Company's excellent financial performance in a tough industry will continue to be major growth drivers and success factors of the Company. The Offeror has also stated its intention to strongly support Okmetic's growth and the future of the Vantaa plant.

The Board shares the Offeror's view that there is potential for expansion for Okmetic's business globally and in Asia. The Board also views that Okmetic can benefit from the Offeror's expertise and market position in the Asian market and the Offeror's financial resources, and that they can enhance the development of Okmetic's business in China and elsewhere in Asia e.g. through investing in its R&D capabilities and manufacturing capacity. The Board also views that the strong technology and know-how platform Okmetic has in Vantaa can be further enhanced. Based on the statements in the Tender Offer Document, the Board assesses that otherwise the impact of the strategic plans presented by the Offeror in the Tender Offer on Okmetic's current business operations and employment is likely to be limited.

7. Recommendation

Based on the above, the Board has unanimously decided to recommend the shareholders and the holders of options rights of Okmetic to accept the Tender Offer.

Notwithstanding the above, the Board also states that this Statement shall not constitute an investment or tax advice to Okmetic's shareholders or to the holders of its option rights, nor does the Board evaluate the general price development or the risks relating to investments in general. Acceptance or refusal of the Tender Offer is always a matter to be decided by the holders of shares and option rights themselves, in which the starting point should be the information presented by the Offeror in the Tender Offer Document.

The Board further states that Okmetic's shareholders and the holders of its option rights should also consider the potential risks associated with not accepting the Tender Offer. The completion of the Tender Offer would reduce the number of Okmetic's shareholders and the number of shares that would otherwise be publicly traded. Depending on the number of shares validly tendered in the Tender Offer, this could have an adverse effect on the liquidity and value of Okmetic's shares and option rights.

8. Other matters

Okmetic is committed to complying with the Helsinki Takeover Code issued by the Securities Market Association referred to in Chapter 11 Section 28 of the Finnish Securities Markets Act.

The Board notes that none of the Board members is disqualified from the consideration of the Tender Offer pursuant to the Finnish Limited Liability Companies Act. As described above, the members of the Board have, subject to certain customary conditions, irrevocably undertaken to accept the Tender Offer. Further, Henri Österlund is a partner and a representative of Accendo Capital SICAV SIF which entity has also given such an undertaking. Such undertakings have been given solely in the relevant person's capacity as a holder of shares, and it has been specifically agreed that nothing in such undertakings limit or restrict the relevant person (or any designee of such party who is a director of Okmetic) as a director of Okmetic from acting in such capacity or voting in his/her sole discretion in such capacity on any matter, however always in accordance with, where applicable, the fiduciary duties of the Board under Finnish laws and guidance on the board duties in the Helsinki Takeover Code. Considering the above, the Board deems that the described undertakings do not create such material connections to the Offeror or shared interests connected to the Tender Offer with the Offeror, due to which the Board would not be able to act independently and impartially in the interests of Okmetic and all of its shareholders. All members of the Board have participated in the consideration of the Offer and the drafting of the Statement and prepared the Board's measures concerning the Tender Offer.

In Helsinki, 14 April 2016

OKMETIC OYJ

Board of Directors

For further information, please contact:

Chairman of the Board Jan Lång
Phone: +358 40 5087223, e-mail: janove.lang@outlook.com

President  Kai Seikku
Phone: +358 9 5028 0232, e-mail: kai.seikku@okmetic.com

DISCLAIMER

THIS RELEASE IS FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO PURCHASE, OR ANY SOLICITATION OF AN OFFER TO SELL OR ANY INVITATION TO PARTICIPATE. INVESTORS MAY ACCEPT THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT WHEN AVAILABLE.

THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS IS NOT BEING AND WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE MAKING OF SUCH AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHICH WOULD REQUIRE FURTHER OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.

ACCORDINGLY, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW OR WHICH WOULD REQUIRE FURTHER OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW. IN PARTICULAR, THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS IS NOT BEING AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE, E-,MAIL OR OTHER FORMS OF ELECTRONIC COMMUNICATION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG, AND MAY NOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR BY PERSONS LOCATED OR RESIDENT THEREIN, OR PERSONS (INCLUDING AGENTS, FIDUCIARIES OR OTHER INTERMEDIARIES) ACTING FOR THE ACCOUNT OR BENEFIT OF PERSONS LOCATED OR RESIDENT THEREIN. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

THE COMMUNICATION OF THIS ANNOUNCEMENT, THE TENDER OFFER DOCUMENT WHEN AVAILABLE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER IS NOT BEING MADE AND SUCH DOCUMENTS AND/OR MATERIALS HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM. ACCORDINGLY, SUCH DOCUMENTS AND/OR MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF SUCH DOCUMENTS AND/OR MATERIALS AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FINANCIAL PROMOTION ORDER")) OR PERSONS WHO ARE WITHIN ARTICLE 43 OF THE FINANCIAL PROMOTION ORDER OR ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE FINANCIAL PROMOTION ORDER.

UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. UBS Limited is acting as financial adviser to Okmetic and no one else in connection with the Tender Offer and will not be responsible to anyone other than Okmetic for providing the protections offered to clients of UBS Limited nor for providing advice in connection with the Tender Offer.

Appendix 1: UBS Limited's Fairness Opinion

1 April 2016

The Board of Directors
Okmetic Oyj
Piitie 2, Koivuhaka, Vantaa
P.O. Box 44, FI-01301 Vantaa
Finland

Dear Sirs,

We understand that Okmetic Oyj (the "Company") is considering a transaction whereby the Company's shareholders will receive, from National Silicon Industry Group ("NSIG"), a cash payment in the amount of EUR 9.20 for each share validly tendered in the Tender Offer, in exchange for all of the outstanding shares and option rights of the Company (the "Transaction"), the terms and conditions of which are more fully described in the offer document to be published pursuant to the announcement of the tender offer (the "Agreement"). In addition, the proposed dividend of EUR 0.65 per share to be declared by the Company's Annual General Meeting to be held on 7 April 2016, shall not reduce the price offered for the shares. In the aggregate, the Company's shareholders will as such receive a compensation of EUR 9.85 per share (the "Consideration").

In connection with the Transaction, you have requested UBS Limited ("UBS") to provide you with an opinion as to the fairness, from a financial point of view, of the Consideration to be received by the shareholders of the Company.

UBS has acted as financial adviser to the Company in connection with the Transaction and will receive a fee for its services contingent upon the consummation of the Transaction.

From time to time, UBS, other members of the UBS Group (which for the purpose of this letter means UBS Group AG and any subsidiary, branch or affiliate of UBS Group AG) and their predecessors may have provided investment banking services to the Company and NSIG or any of their affiliates un-related to the proposed Transaction and received customary compensation for the rendering of such services. In the ordinary course of business, UBS, UBS Group AG and their successors and affiliates may trade securities of the Company and NSIG for their own accounts or for the accounts of their customers and, accordingly, may at any time hold long or short positions in such securities. An affiliate of UBS may be acting as financier to the Company in connection with the Transaction and, in such an event, would receive compensation in connection with such financing.

In determining our opinion we have used such customary valuation methodologies as we have deemed necessary or appropriate for the purposes of this opinion, including:

  • used a discounted cash flow analysis;
  • reviewed the financial position and operating results of the Company;
  • reviewed comparable companies' trading multiples; and
  • subjected the Transaction to publicly available comparisons.

Our opinion does not address the relative merits of the Transaction as compared to other business strategies or transactions that might be available with respect to the Company or the underlying business decision of the Company to effect the Transaction. At your direction, we have not been asked to, nor do we, offer any opinion as to the material terms of the Transaction, other than the Consideration (to the extent expressly specified in this letter) under the Agreement, or the form of the Transaction. Our opinion does not constitute an offer by us, or represent a price at which we would be willing to purchase, sell, enter into, assign, terminate or settle any transaction. The valuation herein is not an indicative price quotation, in particular, it does not necessarily reflect such factors as hedging and transaction costs, credit considerations, market liquidity and bid-ask spreads, all of which could be relevant in establishing an indicative price for the Company's ordinary shares. In rendering this opinion, we have assumed, with your consent, that the Transaction as consummated will not differ in any material respect from that described in the draft Transaction documents we have examined (i.e. the Agreement), without any adverse waiver or amendment of any material term or condition thereof, and that the Company and NSIG will comply with all material terms of the Transaction documents.

In determining our opinion, we have, among other things:

(i) reviewed certain publicly available business and historical financial information relating to the Company;

(ii) reviewed audited financial statements of the Company;

(iii) eviewed certain internal financial information and other data relating to the business and financial prospects of the Company, including estimates and financial forecasts prepared by management of the Company, that were provided to us by the Company and not publicly available and that you have directed us to use for the purposes of our analysis;

(v) conducted discussions with, and relied on statements made by, members of the senior management of the Company concerning the business and financial prospects of the Company;

(vi) reviewed current and historic share prices for the Company and publicly available financial and stock market information with respect to certain other companies in lines of business we believe to be generally comparable to those of the Company;

(vii) compared the financial terms of the Transaction with the publicly available financial terms of certain other transactions which we believe to be generally relevant;

(viii) reviewed drafts of the Transaction documents (i.e. the Agreement); and

(x) conducted such other financial studies, analyses, and investigations, and considered such other information, as we deemed necessary or appropriate.

In connection with our review, at your direction, we have assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or was furnished to us by or on behalf of the Company, or otherwise reviewed by us for the purposes of this opinion, and we have not assumed and we do not assume any responsibility or liability for any such information. In addition, at your direction, we have not made any independent valuation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor have we been furnished with any such evaluation or appraisal.

With respect to the financial forecasts, estimates prepared by the Company as referred to above, we have assumed, at your direction, that they have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future performance of the Company.

To the extent we have relied on publicly available financial forecasts from various equity research analysts, we have assumed that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by the analysts as to the expected future results of operations and financial condition of the Company.

With respect to draft unaudited financial statements of the Company covering periods ending prior to and dates prior to the date hereof, we have assumed that such unaudited financial statements reflect the results that will ultimately be reported in the audited financial statements of the Company for such periods and dates.

We have also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any material adverse effect on the Company, NSIG or the Transaction. Our opinion is necessarily based on the economic, regulatory, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof (or as otherwise specified above in relation to certain information). It should be understood that subsequent developments may affect this opinion, which we are under no obligation to update, revise or reaffirm.

We accept no responsibility for the accounting or other data and commercial assumptions on which this opinion is based. Furthermore, our opinion does not address any legal, regulatory, taxation or accounting matters, as to which we understand that the Company has obtained such advice as it deemed necessary from qualified professionals.

Based on and subject to the foregoing, it is our opinion, as of the date hereof, that the Consideration to be received by the shareholders of the Company in connection with the Transaction is fair, from a financial point of view.

This letter and the opinion is provided solely for the benefit of the Board of Directors of the Company, in their capacity as Directors of the Company, in connection with and for the purposes of their consideration of the Transaction. This letter is not on behalf of, and shall not confer rights or remedies upon, may not be relied upon, and does not constitute a recommendation by UBS to, any holder of securities of the Company or any other person other than the Board of Directors of the Company to vote in favour of or take any other action in relation to the Transaction.

This letter may not be used for any other purpose, or reproduced (other than for the Board of Directors, acting in such capacity, and, on a no-reliance basis, its advisers), disseminated or quoted at any time and in any manner without our prior written consent.

This letter and the opinion is made without legal liability or responsibility on our part. We accept no responsibility to any person other than the Board of Directors of the Company in relation to the contents of this letter, even if it has been disclosed with our consent.

Yours faithfully

UBS Limited




This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Okmetic Oyj via Globenewswire

HUG#2003579

Source(s) : Okmetic Oyj

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