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Vacon Plc: Danfoss has announced that it will commence the voluntary public tender offer recommended by the Board of Directors of Vacon for all shares in Vacon on 29 September 2014
[September 25, 2014]

Vacon Plc: Danfoss has announced that it will commence the voluntary public tender offer recommended by the Board of Directors of Vacon for all shares in Vacon on 29 September 2014


(Thomson Reuters ONE Via Acquire Media NewsEdge) NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER STATE IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.



Vacon Plc, Stock Exchange Release, 25 September 2014 at 4.20 p.m. (EET) Danfoss has announced that it will commence the voluntary public tender offer recommended by the Board of Directors of Vacon for all shares in Vacon on 29 September 2014 Danfoss A/S together with its group companies ("Danfoss") and Vacon Plc ("Vacon") have on 11 September 2014 entered into a combination agreement under which they agree to combine the drives businesses of Danfoss and Vacon. In order to effect the combination Danfoss will, through its wholly owned subsidiary Oy Danfoss Ab (the "Offeror"), make a voluntary public tender offer, recommended by the Board of Directors of Vacon, to purchase all the issued and outstanding shares in Vacon (the "Tender Offer").

Pursuant to the release of Danfoss published today, the offer period under the Tender Offer will commence on 29 September 2014 at 9:30 am (Finnish time) and expire on 28 October 2014 at 4:00 pm (Finnish time) (the "Offer Period").


Differing from the announcement of 12 September 2014, the Offer Period has been extended by one week from its initially estimated duration due to the laws and regulations of the United States of America. The Offeror reserves the right to extend the Offer Period in accordance with the terms and conditions of the Tender Offer.

Pursuant to the release of Danfoss published today, the Finnish Financial Supervisory Authority has today approved the tender offer document relating to the Tender Offer (the "Tender Offer Document"). The Tender Offer Document will be available in Finnish at the office of the Offeror at Niittytaival 13, 02200 Espoo, Finland, at the branch offices of Nordea Bank Finland Plc ('Nordea Bank') and at the Helsinki Stock Exchange at Fabianinkatu 14, 00100 Helsinki, Finland from 29 September 2014 onwards and on the internet at www.nordea.fi/osakkeet and www.danfoss.com/tender-offer from 26 September 2014 onwards and in English on the internet at www.nordea.fi/equities and www.danfoss.com/tender-offer from 26 September 2014 onwards. In addition, Vacon will make the Tender Offer Document available in the Finnish language on the internet at www.vacon.fi, and in the English language on the internet at www.vacon.com.

The release of Danfoss referred to above, including also the detailed terms and conditions of the Tender Offer is attached in its entirety as Appendix 1 to this stock exchange release.

VACON PLC Further information: * Sebastian Linko, Director, Corporate Communications and Investor Relations, +358 (0)40 8371 634, sebastian.linko(at)vacon.com Vacon in brief Vacon is driven by a passion to develop, manufacture and sell the best AC drives and inverters in the world - and provide customers with efficient product lifecycle services. Our AC drives offer optimum process control and energy efficiency for electric motors. Vacon inverters play a key role when energy is produced from renewable sources. Vacon has production and R&D facilities in Europe, Asia and North America, and sales offices in 30 countries. Further, Vacon has sales representatives and service partners in nearly 90 countries. In 2013, Vacon's revenues amounted to EUR 403.0 million, and the company employed globally approximately 1,600 people. The shares of Vacon Plc (VAC1V) are quoted on the main list of the Helsinki stock exchange (NASDAQ OMX Helsinki).

Driven by Drives, www.vacon.com Distribution: NASDAQ OMX Helsinki Financial Supervisory Authority Main media THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN THE TENDER OFFER DOCUMENT. THE TENDER OFFER WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE THE TENDER OFFER DOCUMENT WOULD HAVE TO BE PUBLISHED OR REGISTERED OR THE OFFER WOULD BE SUBJECT TO OTHER REQUIREMENTS IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. 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. IN PARTICULAR, THE TENDER OFFER IS NOT BEING 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 OR THE INTERNET) OR THROUGH A NATIONAL SECURITIES EXCHANGE OF CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR ANY OTHER JURISDICTION WHERE PROHIBITED BY LAW, OR ON BEHALF OF ANY PERSON RESIDING OR LOCATED IN SUCH JURISDICTION.

Special notice to securityholders in the United States The Tender Offer described in this release is subject to the laws of Finland. It is important for US securities holders to be aware that this release and all Tender Offer documentation are subject to disclosure and takeover laws and regulations in Finland that are different from those in the United States. As applicable, the Offeror and Danfoss will comply with Regulation 14E under the US Securities Exchange Act of 1934, as amended, in connection with the Offer. Any extension of the tender offer into, or any separate tender offer in the United States will be made solely under the accompaniment of Raymond James & Associates, Inc. that is a broker-dealer registered under the US Securities Exchange Act of 1934, as amended.

Securityholders in the United States should read the Tender Offer documents prepared by the Offeror and Danfoss when they become available for instructions on how to tender their shares.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

APPENDIX 1: Release of Danfoss on 25 September 2014 Danfoss, Release, 25 September 2014 NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER STATE IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

Danfoss will commence the voluntary public tender offer recommended by the Board of Directors of Vacon for all the shares in Vacon on 29 September 2014 As announced on 12 September 2014, Oy Danfoss Ab (the 'Offeror') will make a voluntary recommended public tender offer to purchase all the issued and outstanding shares in Vacon Plc ('Vacon') that are not held by the Offeror or Vacon or its subsidiaries (the 'Tender Offer').

The Finnish Financial Supervisory Authority has today approved the tender offer document relating to the Tender Offer (the 'Tender Offer Document').

The offer period will commence on 29 September 2014 at 9:30 am (Finnish time) and expire on 28 October 2014 at 4:00 pm (Finnish time) (the 'Offer Period').

Differing from the announcement of 12 September 2014, the Offer Period has been extended by one week from its initially estimated duration due to the laws and regulations of the United States of America. The Offeror reserves the right to extend the Offer Period from time to time in accordance with the terms and conditions of the Tender Offer.

The consideration being offered is EUR 34.00 in cash for each share with respect to which the Tender Offer has been validly approved (the 'Offer Price').

The amount of distributed dividends or other assets payable for each share may be deducted from the Offer Price in accordance with the terms and conditions of the Tender Offer.

The Board of Directors of Vacon has issued a statement regarding the Tender Offer on 18 September 2014 according to which the Board of Directors recommends that shareholders accept the Tender Offer. With respect to the Tender Offer, Vacon has received a fairness opinion from its financial advisor, Aventum Partner Ltd. On 19 September 2014, the Board of Directors announced its final statement regarding the Tender Offer under the Securities Markets Act, which has been included in the Tender Offer Document.

Shareholders representing approximately 14.32 per cent of the shares in Vacon have undertaken, subject to certain customary conditions, to accept the Tender Offer. In addition, the Offeror and AC Invest Three B.V. have on 11 September 2014 entered into an agreement on the sale to the Offeror of AC Invest Three B.V.'s whole holding in Vacon corresponding to a 10.56 percent shareholding in Vacon.

The Tender Offer Document will be available in Finnish at the office of the Offeror at Niittytaival 13, 02200 Espoo, Finland, at the branch offices of Nordea Bank Finland Plc ('Nordea Bank') and at the Helsinki Stock Exchange at Fabianinkatu 14, 00100 Helsinki, Finland from 29 September 2014 onwards and on the internet at www.nordea.fi/osakkeet and www.danfoss.com/tender-offer from 26 September 2014 onwards and in English on the internet at www.nordea.fi/equities and www.danfoss.com/tender-offer from 26 September 2014 onwards.

The completion of the Tender Offer will be subject to the satisfaction or waiver, to the extent permitted by applicable law, by the Offeror of certain conditions to completion, e.g. approvals by the relevant authorities such as competition authorities and the Finnish Ministry of Employment and Economy, in accordance with the terms and conditions of the Tender Offer.

According to information currently available to the Offeror, it is uncertain whether all necessary authority approvals can be obtained by the end of the Offer Period due to some of the authority processes not having a statutory deadline. In case all necessary approvals have not been obtained (or waived by the Offeror, to the extent possible under applicable legislation) by the end of the Offer Period, the Offeror will extend the Offer Period in order to receive the necessary approvals to be able to complete the Tender Offer. The Offeror currently estimates that the competition clearances could be obtained in November 2014.

The Offeror has purchased and may purchase shares outside of the Tender Offer in such a way that the purchase price of the shares will not exceed the Offer Price and the other terms and conditions of such purchases will not be better than the Tender Offer.

The Offeror will announce the preliminary result of the Tender Offer on or about the second Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period, and will announce the final result on or about the third Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period.

The announcement of the final result will confirm (i) the percentage of the shares that have been validly tendered and not properly withdrawn and (ii) whether the Tender Offer will be completed.

The detailed terms and conditions of the Tender Offer have been enclosed in their entirety as an annex to this release (Annex 1).

Further information * Danfoss Media Relations, phone +45 70 20 44 88 Danfoss in brief: Danfoss engineers technologies that enable the world of tomorrow do more with less. Danfoss meets the growing need for infrastructure, food supply, energy efficiency and climate-friendly solutions. The products and services are used in areas such as refrigeration, air conditioning, heating, motor control and mobile machinery. The company is also active in the field of renewable energy as well as district heating infrastructure for cities and urban communities. Danfoss innovative engineering dates back to 1933 and today the company is a world- leader, employing 22,500 employees and serving customers in more than 100 countries. The company is privately held by the founding family.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN THE TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE THE TENDER OFFER DOCUMENT WOULD HAVE TO BE PUBLISHED OR REGISTERED OR THE OFFER WOULD BE SUBJECT TO OTHER REQUIREMENTS IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED CONSENT FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING 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 OR THE INTERNET) OR THROUGH A NATIONAL SECURITIES EXCHANGE OF CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.

Special notice to security holders in the United States The Tender Offer described in this announcement is subject to the laws of Finland. It is important for US securities holders to be aware that this press release and all tender offer documentation are subject to disclosure and takeover laws and regulations in Finland that are different from those in the United States. As applicable, the Offeror will comply with Regulation 14E under the US Securities Exchange Act of 1934, as amended in connection with the Offer.

Any extension of the Tender Offer into, or any separate tender offer in the United States will be made solely under the accompaniment of Raymond James & Associates, Inc. that is a broker-dealer registered under the US Securities Exchange Act of 1934, as amended.

Security holders in the United States should read the Tender Offer documents when they become available for instructions on how to tender their shares.

Pursuant to an exemption from Rule 14e-5 under the Exchange Act, the Offeror and certain of its Representatives may, from time to time, purchase or make arrangements to purchase shares outside the Tender  Offer from the time the Tender Offer was announced until the expiration of the acceptance period of the Tender Offer, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, in each case, outside of the United States and to the extent permitted under the applicable Finnish laws and regulations. Any such purchases will not be made at prices higher than the price of the Tender Offer provided in this announcement unless the price of the Tender Offer is increased accordingly. Any future purchases will be made in accordance with applicable laws, rules and regulations. Any such purchases of shares will be disclosed to the extent required by Finnish law or rules or regulations and, if so disclosed, will also be disclosed in the US.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE TENDER OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

TERMS AND CONDITIONS OF THE TENDER OFFER Target of the Tender Offer Oy Danfoss Ab (the 'Offeror'), a wholly owned indirect subsidiary of Danfoss A/S ('Danfoss'), offers to acquire all of the issued and outstanding shares (the 'Shares') of Vacon Plc ('Vacon' or the 'Company') that are not held by the Offeror, Danfoss or the Company or any of its subsidiaries, on the terms and subject to the conditions set forth below (the 'Tender Offer'). In accordance with the provisions of the combination agreement, entered into between Danfoss and Vacon on 11 September 2014 ('the Combination Agreement'), Danfoss has guaranteed as for its own debt to Vacon and to the holders of the Shares the performance of all the Offeror's obligations towards Vacon and the holders of the Shares under the Combination Agreement and the Tender Offer, including specific performance of the Combination Agreement and the Tender Offer.

Offer Price The offer price for each Share validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 34.00 in cash (the 'Offer Price').

In the event the Company decides to distribute dividends or other distributable assets pursuant to Chapter 13, section 1 of the Finnish Limited Liability Companies Act (624/2006, as amended) before the date of completion of the Tender Offer, and a shareholder who has accepted the Tender Offer is entitled to these dividends or other distributable assets, the amount of dividends or other distributable assets will be deducted from the Offer Price per Share if the Offeror has not given its consent to the distribution of dividend or other assets and provided that the transaction relating to the completion of the Tender Offer has not been settled before the record date of said distribution of dividends or other assets.

Offer Period The offer period commences on 29 September 2014 at 9:30 (Finnish time) and expires on 28 October 2014 at 16:00 (Finnish time) (the 'Offer Period'), unless the Offer Period is extended as set out below.

The Offer Period may need to be extended by the Offeror from time to time if the Conditions to Completion (as defined in the section Conditions to Completion of the Tender Offer' below) have not been fulfilled by the end of the Offer Period.

According to information currently available to the Offeror, it is uncertain whether all the necessary authority approvals can be obtained by the end of the Offer Period due to some of the authority processes not having a statutory deadline. In case all necessary approvals have not been obtained (or waived by the Offeror, to the extent possible under applicable legislation) by the end of the Offer Period, the Offeror will extend the Offer Period in accordance with the terms and conditions of the Combination Agreement in order to receive the necessary approvals to be able to complete the Tender Offer. The Offeror currently estimates that the competition clearances could be obtained in November 2014.

The Offeror may extend the Offer Period as described below. The Offeror will issue a release on the possible extension of the Offer Period at the latest on 29 October 2014. The Offeror will give notice of a possible extension of an already extended Offer Period at the latest on the first Finnish banking day following the expiry of the extended Offer Period.

If the Offeror extends the Offer Period, the Offer Period will expire on the date and at the time to which the Offeror extends the Offer Period unless the extended Offer Period is discontinued as set forth below. According to the Finnish Securities Markets Act (746/2012, as amended; the 'SMA'), the maximum duration of the Offer Period (including any extended Offer Period) is ten (10) weeks. However, if the Conditions to Completion (as defined below) have not been fulfilled due to a particular obstacle (as defined in the Regulations and guidelines 9/2013 (Takeover bid and the obligation to launch a bid) issued by the Finnish Financial Supervisory Authority), such as, for example, a pending competition authority merger control process or approval by the Ministry of Employment and the Economy, the Offeror may extend the Offer Period beyond ten (10) weeks until such obstacle has been removed and the Offeror has had a reasonable time to respond to the situation. The date of the expiry of the extended Offer Period will in such case be published at least two (2) weeks before such expiry. Further, the Offer Period together with any Subsequent Offer Period (as defined below) may extend beyond ten (10) weeks.

The Offeror may discontinue any extended Offer Period should all the Conditions to Completion be fulfilled or waived by the Offeror before the expiry of the extended Offer Period and execute the sale and purchase of the Shares validly tendered and not properly withdrawn in accordance with the section entitled 'Terms of Payment and Settlement of Shares' below. Should the Offeror discontinue the extended Offer Period, the Offeror will announce its decision thereon as soon as possible after such decision has been made and in any case at least two (2) weeks before the expiry of the extended Offer Period to be discontinued. If the Offeror discontinues the extended Offer Period, the extended Offer Period will expire on such earlier date and at the time indicated in such announcement made by the Offeror.

The Offeror also reserves the right to extend the Offer Period in connection with the announcement of the final result of the Tender Offer as set forth in the section entitled 'Announcement of the Result of the Tender Offer' (such extended Offer Period shall be referred to as the "Subsequent Offer Period"). In the event of such Subsequent Offer Period, the Subsequent Offer Period will expire on the date and at the time determined by the Offeror in the final result announcement. The expiration of a Subsequent Offer Period will be announced at least two (2) weeks before the expiration of such Subsequent Offer Period.

Conditions to Completion of the Tender Offer The obligation of the Offeror to accept the Shares validly tendered and to complete the Tender Offer shall be subject to the satisfaction or, to the extent permitted by applicable law, waiver by the Offeror of the following conditions ('Conditions to Completion') on or prior to the date of the Offeror's announcement of the final result of the Tender Offer: 1) the valid tender of Shares representing (together with any shares that may be held by the Offeror or Danfoss) more than ninety per cent (90%) of the issued and outstanding shares and voting rights of the Company calculated in accordance with Chapter 18, section 1 of the Finnish Companies Act; 2) the receipt of all applicable regulatory permits, consents and approvals, including but not limited to anti-trust approvals and an approval from the Finnish Ministry of Employment and the Economy or the Finnish Government, as applicable, under the Finnish Act on Monitoring Foreign Acquisitions (laki ulkomaisten yritysostojen seurannasta, 172/2012, as amended), in such a manner that the terms and conditions possibly included in such permits, consents or approvals are reasonably acceptable to the Offeror in that they do not have a material impact as referred to in chapter 4.3 of the Regulations and guidelines 9/2013 (Takeover bid and the obligation to launch a bid) issued by the Finnish Financial Supervisory Authority; 3) no order or regulatory action by a court or regulatory authority of competent jurisdiction preventing, postponing or materially challenging the completion of the Tender Offer or the exercise of the rights of ownership of shares in the Company by the Offeror having been issued (other than an order or regulatory action related to the permits, consents and approvals referred to in item 2) above); 4) no information made public or disclosed by the Company being materially inaccurate, incomplete or misleading and the Company not having failed to make public any information that should have been made public by it under applicable laws and regulations, provided that such disclosure or failure to disclose information constitutes or results in a Material Adverse Change (as defined below) in the Company and its subsidiaries, taken as a whole; 5) no fact or circumstance having arisen after the date of publication of the Tender Offer that constitutes a Material Adverse Change in respect of the Company and its subsidiaries, taken as a whole; 6) the external financing committed to Danfoss or the Offeror for purchasing the Shares pursuant to the Tender Offer still being available to Danfoss or the Offeror, provided that this Condition to Completion only applies in situations where the non-availability of said financing is due to conditions or circumstances outside the control of Danfoss or any of its group companies and Danfoss or its group companies have not in any way breached the terms and conditions of said financing; 7) the Combination Agreement still being in force; 8) the recommendation of the Board of Directors of the Company being in force and not amended (other than with respect to amendments which are required under applicable laws and regulations including the Takeover Code and which do not amend the material substance of the recommendation); and 9) in the event that a competing offer is made, the Board of Directors of the Company having confirmed to the Offeror within two business days their intention to uphold the recommendation for the Tender Offer.

'Material Adverse Change' means one or several events, conditions, circumstances, developments, occurrences, changes or facts that, individually or in the aggregate, have or result in a material adverse effect on the overall financial condition of the Vacon group as a whole, excluding, however, any adverse effects or circumstances arising wholly or substantially, out of (a) any changes in general economic, industry, market, regulatory or political conditions, (b) an act or omission carried out or omitted by the Offeror or Danfoss or an act or omission carried out or omitted by the Company or its subsidiary at the express request or direction of the Offeror or Danfoss, (c) any natural disasters, outbreak of major hostilities or act of war or terrorism, or (d) the Tender Offer or the proposed combination of the Company and its subsidiaries with Danfoss and its subsidiaries.

For the sake of clarity, under no circumstances shall any Material Adverse Change be deemed to exist to the extent the effect causing the alleged Material Adverse Change has been publicly disclosed (including any publicly disclosed annual or interim reports), is otherwise in the public domain or has been fairly disclosed in the due diligence information provided to the Offeror or Danfoss by or on behalf of the Company prior to the signing date of the Combination Agreement.

The Offeror reserves the right to cancel the Tender Offer in the event that any of the above conditions is not fulfilled.

The Offeror may waive its right to invoke unfulfilled Conditions to Completion to the extent permitted by applicable law. In the event that all Conditions to Completion have been fulfilled at the expiry or discontinuation of the Offer Period or the extended Offer Period, or if the Offeror has waived its right to invoke unfulfilled Conditions, the Offeror will complete the Tender Offer in accordance with its terms and conditions after the expiry of the Offer Period by acquiring the Shares and paying the Offer Price to the shareholders of the Company who have validly accepted the Tender Offer and have not validly withdrawn their acceptance.

Obligation to Increase the Tender Offer or to Pay Compensation The Offeror reserves the right to also acquire Shares in public trading on NASDAQ OMX Helsinki Ltd (the 'Helsinki Stock Exchange') or otherwise during the Offer Period (including any extension thereof) and any Subsequent Offer Period.

If the Offeror or any other entity referred to in Chapter 11, section 5 of the SMA acquires, before the expiry of the Offer Period, Shares at a higher price than the Offer Price or otherwise on terms that are more favourable than those of the Tender Offer (excluding the deduction made from the Offer Price due to the distribution of dividends or other assets without the consent of the Offeror as set out in the section entitled 'Offer Price'), the Offeror must according to Chapter 11, section 25 of the SMA amend the terms and conditions of the Tender Offer to correspond to this acquisition on more favourable terms (obligation to increase the offer). The Offeror shall then, without delay, make public the triggering of the obligation to increase the offer and pay, in connection with the completion of the Tender Offer, the difference between the acquisition on more favourable terms and the consideration offered in the Tender Offer, taking into consideration any distributions of dividends or other assets, to the holders of securities who have accepted the Tender Offer.

If the Offeror or any party referred to in Chapter 11, section 5 of the SMA acquires, during the nine (9) months following the expiry of the Offer Period, Shares at a higher price than the Offer Price or otherwise on terms that are more favourable than those of the Tender Offer, the Offeror must, pursuant to Chapter 11, section 25 of the SMA, compensate those holders of securities who have accepted the Tender Offer for the amount equal to the difference between the acquisition on more favourable terms and the consideration offered in the Tender Offer (obligation to compensate). The Offeror shall then, without delay, make public the triggering of the obligation to compensate and pay the difference between the acquisition on more favourable terms and the consideration offered in the Tender Offer within one month after the triggering of the obligation to compensate to the holders of securities who have accepted the Tender Offer.

Pursuant to Chapter 11, section 25, subsection 5 of the SMA, the obligation to compensate shall, however, not be triggered in case the payment of a higher price than the Offer Price is based on an arbitral award pursuant to the Finnish Limited Liability Companies Act, provided that the Offeror of any party referred to in Chapter 11, section 5 of the SMA has not offered to acquire Shares on terms that are more favourable than those of the Tender Offer before or during the arbitral proceedings.

Acceptance Procedure of the Tender Offer The Tender Offer must be accepted separately for each book-entry account. A shareholder issuing the acceptance must have a cash account in a financial institution operating in Finland. A shareholder may only accept the Tender Offer unconditionally and for every Share on the book-entry account mentioned in the acceptance form on the date of the execution of the sale and purchase of the Shares of the shareholder. Acceptance given during the Offer Period is effective also until the end of any extended Offer Period or any discontinued extended Offer Period.

Most of the Finnish book-entry account operators will send a notification of the Tender Offer, including instructions and the relevant acceptance form to their customers who are registered as shareholders in the shareholders' register of the Company maintained by Euroclear Finland Ltd. ('Euroclear'). Shareholders who do not receive such notification from their account operator or asset manager can contact any office of Nordea Bank Finland Plc ('Nordea Bank') where such shareholders shall receive necessary information and can give their acceptance.

A shareholder in the Company whose shareholdings are registered in the name of a nominee and who wishes to accept the Tender Offer shall affect such acceptance in accordance with the nominee's instructions.

Pledged Shares may only be tendered with the consent of the relevant pledgee.

The obtaining of such consent shall be the responsibility of the relevant shareholder in the Company. The consent by the pledgee shall be delivered in writing to the account operator.

A shareholder in the Company who is registered as a shareholder in the shareholders' register of the Company and who wishes to accept the Tender Offer shall submit a properly completed and duly executed acceptance form to the account operator managing the shareholder's book-entry account in accordance with its instructions and within the time limit set by the account operator or, in the case such account operator does not accept acceptance forms (e.g.

Euroclear), such shareholder shall contact any office of Nordea Bank to give his/her acceptance to tender the Shares. The acceptance form shall be submitted so that it is received during the Offer Period or, if the Offer Period has been extended, during such extended Offer Period, however, always in accordance with the instructions of the relevant account operator. In the event of a Subsequent Offer Period, the acceptance form shall be submitted so that it is received during the Subsequent Offer Period, however, always in accordance with the instructions of the relevant account operator.

The method of delivery of acceptance forms is at the shareholder's option and risk, and the delivery will be deemed made only when actually received by such account operator or an office of Nordea Bank. The Offeror reserves the right to reject any acceptance given in an incorrect or incomplete manner. The Offeror may also reject any partial tender of the Shares.

By accepting the Tender Offer, the shareholders of the Company authorise Nordea Bank or a party authorised thereby or the account operator managing the shareholder's book-entry account to enter a transfer restriction or a sales reservation on the shareholder's book-entry account after the shareholder has delivered their acceptance of the Tender Offer. In addition, the shareholder who has accepted the Tender Offer authorises Nordea Bank or a party authorised thereby or the account operator managing the shareholder's book-entry account to perform the necessary entries and to take all other actions required to technically execute the Tender Offer and to sell all the Shares owned by such shareholder at the time of the execution trades under the Tender Offer to the Offeror in accordance with the terms and conditions of the Tender Offer.

A shareholder that has validly accepted the Tender Offer and that has not properly withdrawn its acceptance in accordance with the terms and conditions of the Tender Offer may not sell or otherwise dispose of its tendered Shares. A transfer restriction in respect of the Shares will be registered in the relevant book-entry account after a shareholder has submitted the acceptance for the Tender Offer. If the Tender Offer is not completed or if the tender is properly withdrawn by the shareholder in accordance with the terms and conditions of the Tender Offer, the transfer restriction registered on the tendered Shares in the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the announcement that the Tender Offer will not be completed or the receipt of a notice of withdrawal in accordance with the terms and conditions of the Tender Offer.

Withdrawal Rights In accordance with Chapter 11, section 16, subsection 1 of the SMA, the Shares validly tendered in accordance with the terms and conditions of the Tender Offer may be withdrawn at any time during the Offer Period or, if the Offer Period has been extended, during such extended Offer Period, until the Offeror has announced that all the Conditions to Completion have been fulfilled or waived by the Offeror, thereby declaring the Tender Offer unconditional. After such announcement, the Shares already tendered may no longer be withdrawn except in the event that a third party announces a competing public tender offer for the Shares before the execution of the sale and purchase of the Shares in accordance with the section entitled 'Terms of Payment and Settlement of Shares' below.

The proper withdrawal of the Shares validly tendered requires that a written notice of withdrawal is submitted to the same account operator to whom the acceptance form with respect to such Shares was submitted. In case the acceptance form with respect to Shares was submitted to an office of Nordea Bank, the notice of withdrawal must be submitted to the same office. In case of holdings that are registered in the name of a nominee, the shareholder shall instruct the nominee to submit the notice of withdrawal.

If a shareholder withdraws its acceptance of the Tender Offer in accordance with the terms and conditions of the Tender Offer, the transfer restriction registered on the tendered Shares in the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the receipt of a notice of withdrawal in accordance with the terms and conditions of the Tender Offer.

Withdrawn Shares may be re-tendered by following the acceptance procedures described in the section entitled 'Acceptance Procedure of the Tender Offer' above prior to the expiry of the Offer Period or, if the Offer Period has been extended, prior to the expiry of such extended Offer Period.

The account operator managing the relevant book-entry account or the nominee may charge a fee for withdrawals in accordance with its price lists.

In the event of a Subsequent Offer Period, the acceptance of the Tender Offer shall be binding and cannot be withdrawn, unless otherwise provided under mandatory law.

Announcement of the Result of the Tender Offer The Offeror will announce the preliminary result of the Tender Offer on or about the second (2nd) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period, and will announce the final result on or about the third (3rd) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period. The announcement of the final result will confirm (i) the percentage of the Shares that have been validly tendered and not properly withdrawn and (ii) whether the Tender Offer will be completed.

The Offeror will announce the initial percentage of the Shares validly tendered during a possible Subsequent Offer Period on or about the second (2nd) Finnish banking day following the expiry of the Subsequent Offer Period and the final percentage on or about the third (3rd) Finnish banking day following the expiry of the Subsequent Offer Period.

Terms of Payment and Settlement of Shares The sale and purchase of the Shares validly tendered and not properly withdrawn in accordance with the terms and conditions of the Tender Offer will be executed no later than on the fourth (4th) Finnish banking day following the expiry of the Offer Period, or if the Offer Period has been extended or discontinued, the expiry of the extended or discontinued Offer Period. The sale and purchase of the Shares will take place on the Helsinki Stock Exchange if permitted by the rules applicable to securities trading on the Helsinki Stock Exchange. Otherwise the sale and purchase of the Shares will take place outside of the Helsinki Stock Exchange.

Settlement will be effected on or about the second (2nd) Finnish banking day following the above completion trades provided that Euroclear's settlement cycle is shortened from T+3 to T+2 by the day of the above completion trades and if not, the settlement will be effected on or about the third (3rd) Finnish banking day following the above completion trades (the 'Settlement Date'). The payment of the Offer Price will be deposited on the Settlement Date into the bank account connected to the shareholder's book-entry account or, in the case of shareholders whose holdings are registered in the name of a nominee, into the bank account specified in the acceptance form. If the bank account of a tendering shareholder is with a different banking institution than such holder's book-entry account, the Offer Price will be paid, in accordance with the schedule of money transactions between banking institutions, to the shareholder's bank account so that it is on the shareholder's bank account approximately two (2) Finnish banking days following the Settlement Date.

In the event of a Subsequent Offer Period, the Offeror shall in connection with the announcement thereof announce the terms of payment and settlement for the Shares tendered during the Subsequent Offer Period.

The Offeror reserves the right to postpone the payment of the Offer Price if payment is prevented or suspended due to a force majeure event, but shall immediately effect such payment once the force majeure event preventing or suspending payment is resolved.

Transfer of Ownership Title to the Shares validly tendered in the Tender Offer will pass to the Offeror on the Settlement Date against the payment of the Offer Price by the Offeror to the tendering shareholder. In the event of a Subsequent Offer Period, title to the Shares validly tendered in the Tender Offer during the Subsequent Offer Period will pass to the Offeror against the payment of the Offer Price by the Offeror to the tendering shareholder as announced by the Offeror in the release regarding the Subsequent Offer Period.

Transfer Tax and Other Payments The Offeror will pay the Finnish transfer tax, if any, payable on the sale and purchase of the Shares.

Fees charged by account operators, asset managers, nominees or any other person for registering the release of any pledges or other possible restrictions preventing a sale of the relevant Shares, as well as fees relating to a withdrawal of the tender by a shareholder in accordance with the section entitled 'Withdrawal Rights', will be borne by each shareholder. The Offeror shall be responsible for other customary fees relating to book-entry registrations required for the purposes of the Tender Offer, the sale and purchase of the Shares tendered under the Tender Offer or the payment of the Offer Price.

Other Issues The Offeror reserves the right to amend the terms and conditions of the Tender Offer in accordance with Chapter 11, section 15, subsection 2 of the SMA.

The Offeror reserves the right to extend the Offer Period and to amend the terms and conditions of the Tender Offer (including a potential withdrawal of the Tender Offer) in accordance with Chapter 11, section 17 of the SMA if, during the Offer Period or any extended Offer Period, a third party announces a competing public tender offer for the Shares.

The Offeror shall have sole discretion to determine all other issues relating to the Tender Offer, subject to the requirements of applicable law.

The Tender Offer is not being made and the Shares will not be accepted for purchase from or on behalf of any persons, directly or indirectly, in any jurisdiction where prohibited by applicable law and this Tender Offer Document and related acceptance forms are not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law by any means whatsoever including without limitation, mail, facsimile transmission, e-mail or telephone. In particular, the Tender Offer is not being made directly or indirectly, in or into, or by use of the postal service of or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Canada, Japan, Australia, South Africa or Hong Kong or any other jurisdiction where prohibited by law. The Tender Offer cannot be accepted by any such use, means or instrumentality of or from within Canada, Japan, Australia, South Africa or Hong Kong or any other jurisdiction where prohibited by law, or on behalf of any person resident or located in any such jurisdiction.

Shareholders in the United States should contact Raymond James & Associates, Inc. (telephone number: 727 567 6499), for further information on the Tender Offer.

This announcement is distributed by GlobeNewswire on behalf of GlobeNewswire clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Vacon Oyj via GlobeNewswire [HUG#1858303]

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