Nasdaq Helsinki Ltd: PREATO CAPITAL PUBLISHES MANDATORY TAKEOVER BID FOR THE SHARES IN YLEISELEKTRONIIKKA OYJ

Preato Capital AB - Public tender offer

PREATO CAPITAL PUBLISHES MANDATORY TAKEOVER BID FOR THE SHARES IN
YLEISELEKTRONIIKKA OYJ 

Preato Capital AB

12 July 2019 at 12:00 noon

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN,
NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE
PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. 

Preato Capital AB ('Preato Capital' or the 'Offeror') acquired on 14 June 2019
1,327,224 shares in Yleiselektroniikka Oyj ('Yleiselektroniikka' or the
'Company') from the former main shareholders of the Company, members of the
Aspiala family and their controlled entity, at the price of EUR 8.70 per share.
As a result, Preato Capital's ownership in Yleiselektroniikka rose to 1,327,224
shares, which corresponds to 51.98 per cent of the votes borne by the Company's
issued and outstanding shares and 51.79 per cent of all of the Company's shares
and the votes attaching to them. As a result of the share acquisition, Preato
Capital has become obliged to launch a takeover bid in accordance with chapter
11, section 19 of the Securities Markets Act for all other shares and
securities entitling to shares in Yleiselektroniikka ('Takeover Bid'). 

Furthermore, on 17 June 2019 and 2 July 2019 the Offeror acquired a total of
240,000 shares in the Company, corresponding to 9.37 per cent of all of the
issued and outstanding shares and votes in the Company, from
Yleiselektroniikka's second largest shareholder at the time, Wonderword Oy, at
EUR 8.70 per share. 

As at the date of this release, Preato Capital owns a total of 1,567,224 shares
in Yleiselektroniikka, which corresponds to 61.16 per cent of all of the shares
and votes in the company and 61.38 per cent of all of the votes attached to the
Company's issued and outstanding shares. Preato Capital has reserved the right
to acquire shares in the Company prior, during and/or after the offer period in
public trading on Nasdaq Helsinki or otherwise. As at the date of this release,
the Company has 2,562,500 shares. The Company holds 9,289 treasury shares,
which corresponds to approximately 0.36 per cent of all of the shares and votes
in the Company. 

Preato Capital offers to acquire all of the issued and outstanding shares in
Yleiselektroniikka. The cash consideration offered in the Takeover Bid is EUR
8.70 for each Yleiselektroniikka share ('Bid Consideration'), which corresponds
to the highest price paid by Preato Capital for Yleiselektroniikka shares
during the six months preceding the obligation to launch a bid. The Bid
Consideration is approximately 14.47 per cent higher than the closing price of
the share on Nasdaq Helsinki on 13 June 2019, i.e. the trading day preceding
the day when the obligation to launch a bid arose. As at the date of this
release, Yleiselektroniikka has no other securities entitling to shares
registered in the Trade Register. 

The Offeror aims to keep Yleiselektroniikka as a listed company, as the Offeror
is of the opinion that operating as a listed company will continue to provide
the Company with good prerequisites and a stable foundation to develop its
business and grow profitably, as well as provides flexible prerequisites for
financing the Company's operations. 

The Offeror aims to develop Yleiselektroniikka and seek profitable growth for
the Company both organically and through potential acquisitions. The
acquisition of the shares is in line with the Offeror's investment strategy,
and the Offeror aims to develop the Company over the long term by actively
participating in the duties of the board of directors. The Offeror has proposed
to the Company's board of directors that an extraordinary general meeting be
convened after the offer period of the Takeover Bid ('Offer Period') on 21
August 2019 to decide on changes to the composition of the Company's board
reflecting the new ownership structure. The Offeror's intention is that the
Company continues to comply with the Corporate Governance Code published by the
Securities Market Association in 2015. Furthermore, the Offeror intends to
propose to the Company's board that an audit committee consisting of members of
the Company's board be established. 

The Offeror does not expect its plans concerning the Company to have likely
direct effects on the Company's or the Offeror's employees or the location of
its offices. 

The detailed terms and conditions of the Takeover Bid as well as instructions
on how to approve the Takeover Bid are included in an offer document to be
published on or about 22 July 2019.  The Offer Period is estimated to begin at
9:30 (Finnish time) on 24 July 2019 and to end at 16:00 (Finnish time) on 15
August 2019, unless the Offer Period is extended in accordance with the terms
and conditions of the Takeover Bid. However, the Offer Period is at all times a
minimum of three (3) weeks. Preato Capital reserves the right to extend the
Offer Period in accordance with the terms and conditions of the Takeover Bid.
The Takeover Bid is not subject to reaching a certain percentage of holding. 

The Offeror has sufficient financing arrangements to complete the Takeover Bid
(including a potential subsequent redemption procedure). 

The Offeror has undertaken to comply with the Takeover Code issued by the
Securities Market Association referred to in the Finnish Securities Markets
Act. 

Helsinki, 12 July 2019

Preato Capital AB

Additional information:

Simon Hallqvist, Chairman of the Board, Preato Capital AB

Tel. [phone]

Preato Capital in brief

Preato Capital is a privately owned investment company that commenced its
operations in 2004. Preato Capital invests in majorities in established and
profitable small and medium-sized companies in the Nordic region with a proven
business model and good cash flow.  Preato Capital does not have a
pre-determined holding period for its investments and it does not actively seek
exits but develops the target companies actively in the long-term in close
cooperation with their management.  Preato Capital has offices in both Helsinki
and Stockholm. 

Yleiselektroniikka in brief

Yleiselektroniikka is a Finnish electronics company established in 1969. The
Company is one of Finland's most significant component and production equipment
suppliers for demanding electronics and communications applications.
Yleiselektroniikka employs over 200 people, of whom approximately 50 in
Finland.  In addition to Finland, the Company has operations in the Baltic
countries and Russia.  In 2018, the Company generated a turnover of 57.2
million euros.  The Company is headquartered in Espoo, where it also has a
store and a product warehouse.  Yleiselektroniikka has been listed on the
Helsinki Stock Exchange since 1988. 

THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OR INVESTMENTS IN A COUNTRY WHERE AN OFFER, SALE OR SOLICITATION OF
AN OFFER WOULD BE AGAINST THE LAW PRIOR TO REGISTRATION OR OTHER APPROVAL
PROCEDURES BY VIRTUE OF THE APPLICABLE LAW OF SUCH COUNTRY. NO MEASURES HAVE
BEEN CARRIED OUT FOR THE PURPOSE OF ALLOWING THE OFFERING OF SECURITIES OR
POSSESSION OR DISTRIBUTION OF THIS RELEASE IN A COUNTRY WHERE SUCH MEASURES ARE
REQUIRED.  PERSONS WHO COME INTO POSSESSION OF THIS RELEASE ARE OBLIGED TO
INVESTIGATE AND COMPLY WITH SUCH RESTRICTIONS.  FAILURE TO COMPLY WITH SUCH
RESTRICTIONS MAY BE AGAINST THE SECURITIES LAWS OF SUCH COUNTRIES.