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NSIG FINLAND SUPPLEMENTS THE TENDER OFFER DOCUMENT RELATING TO THE VOLUNTARY PUBLIC TENDER OFFER FOR ALL OF THE ISSUED AND OUTSTANDING SHARES AND OPTION RIGHTS IN OKMETIC

Media release.
Published: 01-Jun-2016 01:23 pm
Publisher: Tiedote

NATIONAL SILICON INDUSTRY GROUP PRESS RELEASE        1 June 2016 at 1:15 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.

 

NSIG FINLAND SUPPLEMENTS THE TENDER OFFER DOCUMENT RELATING TO THE VOLUNTARY PUBLIC TENDER OFFER FOR ALL OF THE ISSUED AND OUTSTANDING SHARES AND OPTION RIGHTS IN OKMETIC

NSIG Finland S.à r.l. ("NSIG Finland" or the "Offeror"), a wholly-owned indirect subsidiary of National Silicon Industry Group ("NSIG"), commenced on 22 April 2016 a voluntary public tender offer to purchase all of the issued and outstanding shares and option rights in Okmetic Oyj ("Okmetic") that are not owned by Okmetic or any of its subsidiaries (the "Tender Offer"). NSIG Finland published its tender offer document relating to the Tender Offer on 21 April 2016 and supplement no. 1 to the tender offer document on 31 May 2016 (together, the "Tender Offer Document"). The supplement no. 1 to the Tender Offer Document included a change to the terms and conditions of the Tender Offer.

Due to the change to the terms and conditions of the Tender Offer, Okmetic published on 1 June 2016 a supplement to the statement by the Board of Directors of Okmetic whereby the Board of Directors renews its recommendation on the acceptance of the Tender Offer ("Supplement to Okmetic’s Board Statement").

The Finnish Financial Supervisory Authority has today approved the supplement no. 2 to the Tender Offer Document containing the Supplement to Okmetic's Board Statement, which is attached as Annex 1 to this release.

The Tender Offer Document, together with the supplement no. 2, is available in Finnish at the branch offices of Nordea Bank Finland Plc, at Nasdaq Helsinki Ltd., Fabianinkatu 14, FI-00130 Helsinki, Finland, and at the office of NSIG Finland at 19, rue de Bitbourg, L-1273 Luxembourg, and on the internet at www.nordea.fi/osakkeet and http://www.okmetic.com/fi/sijoittajat/ostotarjous, and in English on the internet at www.nordea.fi/equities and http://www.okmetic.com/investors/tender-offer.

 

1 June 2016

NATIONAL SILICON INDUSTRY GROUP                                       NSIG FINLAND S.À R.L.

Annex 1: Supplement no. 2 to the Tender Offer Document, containing Supplement to Okmetic's Board Statement

 

FURTHER INFORMATION

For further information, please contact:

NSIG 
Managing Director Leo Ren
Phone: +86 21 5285 9096, e-mail: leoren@sh-nsig.com

 

INFORMATION REGARDING NSIG

NSIG is a limited liability company organized under the PRC laws. The registered office of NSIG is in Shanghai, China.

Established in 2015, National Silicon Industry Group is a China-based holding group that is engaged in the investment and development of semiconductor materials and equipment industry with a registered capital of RMB 2 billion (approximately EUR 272 million). NSIG’s mission is to establish a major industrial player in the global semiconductor sector (especially silicon and its ecosystems) through both PRC domestic investments and outbound mergers and acquisitions.

INFORMATION REGARDING OKMETIC OYJ

Established in 1985, Okmetic is one of the leading specialty silicon wafers producers and suppliers globally with a production plant in Vantaa, Finland, and contract manufacturers in China and Japan. The Company has sales offices in Japan, Hong Kong and the United States as well as a diverse network of agents, serving customers in China, South Korea, Malaysia, Singapore, Taiwan and the United States. The tailored, high value-added silicon wafers of Okmetic are used in the manufacture of sensors as well as discrete semiconductors and analog circuits. Okmetic is listed on the official list of Nasdaq Helsinki (trading code: OKM1V).

Okmetic’s head office is located in Vantaa. For more information visit www.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.

THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS IS NOT BEING AND WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE 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 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.

Annex 1

SUPPLEMENT NO. 2 TO THE TENDER OFFER DOCUMENT PUBLISHED ON 21 APRIL 2016 BY NSIG FINLAND S.À R.L. RELATING TO THE VOLUNTARY PUBLIC TENDER OFFER FOR ALL OF THE ISSUED AND OUTSTANDING SHARES AND OPTION RIGHTS IN OKMETIC OYJ

1 June 2016

NSIG Finland S.à r.l. ("NSIG Finland" or the "Offeror") supplements the tender offer document published on 21 April 2016 and supplemented with supplement no. 1 on 31 May 2016 (together, the "Tender Offer Document") in accordance with Chapter 11, Section 11, Subsection 4 of the Finnish Securities Markets Act (746/2012, as amended) with the following information.

Okmetic Oyj ("Okmetic") published on 1 June 2016 a supplement to the statement by the Board of Directors of Okmetic whereby the Board of Directors renews its recommendation on the acceptance of NSIG Finland's public tender offer for all of the issued and outstanding shares and option rights in Okmetic that are not owned by Okmetic or any of its subsidiaries ("Supplement to Okmetic’s Board Statement"). NSIG Finland supplements Annex A of the Tender Offer Document with the Supplement to Okmetic’s Board Statement, which is also attached to this supplement no. 2 to the Tender Offer Document as Annex 1.

The Tender Offer Document with the aforementioned supplements and amendments is available from 1 June 2016.

The Finnish Financial Supervisory Authority has approved the Finnish language version of this supplement but is not responsible for the accuracy of the information presented therein. The decision number of such approval is FIVA 8/02.05.05/2016.

 

 

Annex 1

OKMETIC OYJ STOCK EXCHANGE RELEASE 1 JUNE 2016 AT 9.30 A.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.

THE BOARD OF DIRECTORS OF OKMETIC OYJ SUPPLEMENTS ITS STATEMENT CONCERNING THE PUBLIC TENDER OFFER BY NATIONAL SILICON INDUSTRY GROUP AND RENEWS ITS RECOMMENDATION

Okmetic Oyj (“Okmetic”) announced on 1 April 2016 that Okmetic and National Silicon Industry Group (“NSIG”) had entered into a combination agreement pursuant to which NSIG, either directly or through its subsidiary, 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 “Tender Offer”). NSIG Finland S.à r.l (the "Offeror"), a wholly-owned indirect subsidiary of NSIG, commenced the Tender Offer on 22 April 2016.

Pursuant to the press release published by NSIG on 30 May 2016, all the conditions to completion of the Tender Offer have been satisfied during the initial offer period and the Tender Offer has thus become unconditional. According to the press release, the Offeror has decided to extend the Offer Period to expire on 14 June 2016 at 4:00 p.m. Finnish time and has reserved a right to further extend the Offer Period but however not beyond 30 June 2016. According to the press release, due to the extension of the offer period, the Offeror has decided to amend the terms and conditions of the Tender Offer to the benefit of the shareholders and the holders of option rights, to allow acceptances for the shares and option rights validly tendered in the Tender Offer to be withdrawn at any time during the extended offer period or, if the offer period has been further extended, during such further extended offer period, despite the fact that the Offeror has declared the Tender Offer unconditional and is obliged to complete the Tender Offer. The press release of NSIG is attached in its entirety as Appendix 1.

NSIG and the Offeror has on 31 May 2016 published a supplement to the tender offer document and announced that the Finnish Financial Supervisory Authority has approved the said supplement to the tender offer document. The supplement to the tender offer document is attached as Appendix 2. Pursuant to the supplement to the tender offer document, the only amendment to the terms and conditions of the Tender Offer is the above-described withdrawal right of the shareholders and the holders of option rights.

The Board of Directors of Okmetic has on 14 April 2016 issued a statement concerning the Tender Offer in accordance with Chapter 11, Section 13 of the Finnish Securities Markets Act. The statement is attached as Appendix 3 to this supplement. In its statement of 14 April 2016 the Board of Directors unanimously recommended the shareholders and the holders of options rights of Okmetic to accept the Tender Offer. In case an offeror amends the terms and conditions of a tender offer, the Board of Directors of the target company is obliged, under Chapter 11, Section 13 of the Finnish Securities Markets Act, to supplement its statement after the amended terms and conditions have been provided to the Board of Directors.

The Board of Directors of Okmetic has familiarised itself with the amended terms and conditions of the Tender Offer provided in the supplement to the tender offer document. In its evaluation, the Board of Directors of Okmetic has considered factors such as the Finnish Financial Supervisory Authority having approved the amendment of the terms and conditions of the Tender Offer in accordance with the supplement to the tender offer document, the Offeror having announced the conditions to completion of the Tender Offer to have been satisfied and the Tender Offer having become unconditional, the Offeror being, as set out in the supplement to the tender offer document, obliged to complete the Tender Offer on or about 8 July 2016 at the latest, and that amendment to the terms and conditions of the Tender Offer in the context of extending the offer period under the Tender Offer now at hand will provide protection to the shareholders and holders of option rights.

Based on its assessment, the Board of Directors unanimously states that amendment to the terms and conditions of the Tender Offer in accordance with the supplement to the tender offer document does not give rise for the Board of Directors to amend the statement it has issued earlier concerning the Tender Offer and that the Board of Directors renews its recommendation on the acceptance of the Tender Offer.

The Board of Directors however draws attention to the fact that the withdrawal right granted to the shareholders and holders of option rights under the supplement to the tender offer document may also lead to a situation, where the Offeror is obliged to complete the Tender Offer without having reached 90 % of the shares and votes in Okmetic, which threshold under Chapter 18, Section 1 of the Finnish Limited Liabilities Companies Act is a precondition for commencement of the mandatory redemption proceedings regarding minority shares either on the Offeror’s or a minority shareholder’s demand. In case the Offeror does not obtain the portion of shares and votes required under the Finnish Limited Liability Companies Act, neither the Offeror nor a shareholder who has not accepted the Tender Offer (including shareholder who has withdrawn his or her acceptance) cannot commence such redemption proceedings before the Offeror has reached the said 90% portion.

The assessments, qualifications and remarks presented in the statement of the Board of Directors issued on 14 April 2016 apply to this supplement.

With reference to 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 of Directors notes that none of the members of the Board of Directors is disqualified from the consideration of the Tender Offer or its amended terms and conditions pursuant to the Finnish Limited Liability Companies Act. As described in the statement by the Board of Directors issued on 14 April 2016, the members of the Board of Directors have, subject to certain customary conditions, irrevocably undertaken to accept the Tender Offer. Further, Henri Österlund is a representative of Accendo Capital SICAV SIF fund, which fund 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 of Directors under Finnish laws and guidance on the board duties in the Helsinki Takeover Code. Considering the above, the Board of Directors 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 of Directors 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 issuance of this supplement to the statement.

In Helsinki, 1 June 2016

OKMETIC OYJ

Board of Directors

For further information, please contact:

Chairman of the Board Jan Lång

Phone: +358 40 508 7223, e-mail: janove.lang@outlook.com

President Kai Seikku

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

INFORMATION REGARDING OKMETIC OYJ

Established in 1985, Okmetic is one of the leading specialty silicon wafers producers and suppliers globally with a production plant in Vantaa, Finland, and contract manufacturers in China and Japan. The Company has sales offices in Japan, Hong Kong and the United States as well as a diverse network of agents, serving customers in China, South Korea, Malaysia, Singapore, Taiwan and the United States. The tailored, high value-added silicon wafers of Okmetic are used in the manufacture of sensors as well as discrete semiconductors and analog circuits. Okmetic is listed on the official list of Nasdaq Helsinki (trading code OKM1V). Okmetic's head office is located in Vantaa. For more information visit www.okmetic.com.

INFORMATION REGARDING NSIG

NSIG is a limited liability company organized under the PRC laws. The registered office of NSIG is in Shanghai, China. Established in 2015, NSIG is a China-based holding group that is engaged in the investment and development of semiconductor materials and equipment industry with a registered capital of RMB 2 billion (approximately EUR 272 million). NSIG's mission is to establish a major industrial player in the global semiconductor sector (especially silicon and its ecosystems) through both PRC domestic investments and outbound mergers and acquisitions.

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.

THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS IS NOT BEING AND WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE 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, 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: Press release of National Silicon Industry Group on 30 May 2016

NSIG FINLAND DECLARES ITS TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN OKMETIC UNCONDITIONAL AND EXTENDS THE ACCEPTANCE PERIOD UNTIL 14 JUNE 2016

 NATIONAL SILICON INDUSTRY GROUP PRESS RELEASE 30 May 2016 at 8:30 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.

NSIG FINLAND DECLARES ITS TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN OKMETIC UNCONDITIONAL AND EXTENDS THE ACCEPTANCE PERIOD UNTIL 14 JUNE 2016

NSIG Finland S.à r.l ("NSIG Finland" or the "Offeror"), a wholly-owned indirect subsidiary of National Silicon Industry Group ("NSIG"), commenced on 22 April 2016 a voluntary public tender offer to purchase all of the issued and outstanding shares and option rights in Okmetic Oyj ("Okmetic") that are not owned by Okmetic or any of its subsidiaries (the "Tender Offer"). The offer period under the Tender Offer was initially scheduled to expire on 27 May 2016 (the "Offer Period").

All the conditions to completion of the Tender Offer have been satisfied during the initial Offer Period and the Tender Offer has thus become unconditional. Based on preliminary information on the acceptances received by 27 May 2016, the shares tendered in the Tender Offer represent approximately 92.53 per cent of all the shares and votes in Okmetic (excluding the treasury shares held by Okmetic). Together with the option rights tendered, this would imply a holding of approximately 92.46 per cent of all the shares and votes in Okmetic fully diluted for the outstanding option rights and excluding the treasury shares held by Okmetic.

However, the Offeror has been informed that contrary to assessments made prior to the announcement of the Tender Offer, the relevant Ministries have indicated that due to certain technology used by Okmetic, the completion of the Tender Offer may, in their view, require approval of the Finnish Ministry of Employment and the Economy under the Act on the Monitoring of Foreign Corporate Acquisitions (172/2012). The Offeror and Okmetic will immediately take actions to clarify the situation and aim to complete these discussions as soon as possible. The Offeror will also make any filings necessary under said Act and will announce further information upon any material developments in this matter.

In order to allow time for the above discussions, the Offeror has, pursuant to the terms and conditions of the Tender Offer, decided to extend the Offer Period to expire on 14 June 2016 at 4:00 p.m. Finnish time. Depending on the outcome of the above discussions with the relevant Ministries, the Offeror may further extend the Offer Period in accordance with the terms and conditions of the Tender Offer, but not beyond 30 June 2016. However, any subsequent offer period under the terms and conditions of the Tender Offer may extend beyond 30 June 2016 provided that the Offeror will timely complete the Tender Offer.

Assuming that the Offer Period will expire on 14 June 2016, the Offeror will announce the final result of the Tender Offer on or about 17 June 2016, and settlement will take place on or about 22 June 2016. Even if the Offer Period would be further extended, the completion and the settlement of the Tender Offer would take place on or about 8 July 2016 at the latest.

Due to the extension of the Offer Period, the Offeror has decided to amend the terms and conditions of the Tender Offer to the benefit of the shareholders and holders of option rights, to allow acceptances for the shares and option rights validly tendered in the Tender Offer to be withdrawn at any time during the extended Offer Period or, if the Offer Period has been further extended, during such further extended Offer Period, despite the fact that the Offeror has declared the Tender Offer unconditional and is obliged to complete the Tender Offer.

Except for the changes to the withdrawal rights, the terms and conditions of the Tender Offer remain unchanged. The Offeror will supplement the tender offer document to reflect the above amendment to the terms and conditions of the Tender Offer and will publish such supplement as soon as it has been approved by the Finnish Financial Supervisory Authority, on or about 31 May 2016.

As all the conditions to completion of the Tender Offer have been satisfied, the Offeror will complete the Tender Offer in accordance with its terms and conditions after the expiry of the extended Offer Period, or any further extended Offer Period.

"NSIG is very committed to the Tender Offer and towards Okmetic's shareholders and will cooperate with Okmetic and the Finnish Ministry of Employment and the Economy to clarify the above approval discussions as soon as possible. We look forward to completing the Tender Offer and being able to support Okmetic in the further development of its business", says Leo Ren, the managing director of NSIG.

"The Board of Directors of Okmetic continues to unanimously support the Tender Offer and, as required under the Finnish Securities Market Act, will supplement its statement on the Tender Offer as soon as possible after the Offeror has supplemented the tender offer document", says Jan Lång, Chairman of the Board of Directors of Okmetic.

The price offered for each share validly tendered in the Tender Offer is EUR 9.20 in cash and the price offered for each option right granted under Okmetic's option plan 2013 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 dividend to shareholders of Okmetic on 18 April 2016.

The tender offer document (together with the supplement referred to above once approved by the Finnish Financial Supervisory Authority) is available in the Finnish language at the branches of Nordea Bank Finland Plc and at Nasdaq Helsinki, Fabianinkatu 14, FI-00130 Helsinki, Finland and at the offices of NSIG Finland, 19 rue de Bitbourg, L-1273 Luxembourg, and on the internet at www.nordea.fi/osakkeet and www.okmetic.com/fi/sijoittajat/ostotarjous, and in the English language on the internet at www.nordea.fi/equities and www.okmetic.com/investors/tender-offer.

Any Okmetic shareholders or holders of option rights who have not received information and instructions on the acceptance of the Tender Offer from their account operator or asset manager can contact Nordea Bank Finland Plc to obtain all necessary information and give their acceptance of the Tender Offer.

30 May 2016

National Silicon Industry Group                        NSIG Finland S.à r.l.

For further information, please contact:

NSIG

Managing Director Leo Ren

Phone: +86 21 5285 9096, e-mail: leoren@sh-nsig.com Okmetic

The Chairman of the Board Jan Lång

Phone: +358 40 508 7223, email: janove.lang@outlook.com

President Kai Seikku

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

INFORMATION REGARDING NSIG

NSIG is a limited liability company organized under the PRC laws. The registered office of NSIG is in Shanghai, China. Established in 2015, National Silicon Industry Group is a China-based holding group that is engaged in the investment and development of semiconductor materials and equipment industry with a registered capital of RMB 2 billion (approximately EUR 272 million). NSIG’s mission is to establish a major industrial player in the global semiconductor sector (especially silicon and its ecosystems) through both PRC domestic investments and outbound mergers and acquisitions.

INFORMATION REGARDING OKMETIC OYJ

Established in 1985, Okmetic is one of the leading specialty silicon wafers producers and suppliers globally with a production plant in Vantaa, Finland, and contract manufacturers in China and Japan. The Company has sales offices in Japan, Hong Kong and the United States as well as a diverse network of agents, serving customers in China, South Korea, Malaysia, Singapore, Taiwan and the United States. The tailored, high value-added silicon wafers of Okmetic are used in the manufacture of sensors as well as discrete semiconductors and analog circuits. Okmetic is listed on the official list of Nasdaq Helsinki (trading code: OKM1V).

Okmetic’s head office is located in Vantaa. For more information visit www.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. THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS IS NOT BEING AND WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE 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 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 2: Supplement to the tender offer document

SUPPLEMENT NO. 1 TO THE TENDER OFFER DOCUMENT PUBLISHED ON 21 APRIL 2016 BY NSIG FINLAND S.À R.L. RELATING TO THE VOLUNTARY PUBLIC TENDER OFFER FOR ALL OF THE ISSUED AND OUTSTANDING SHARES AND OPTION RIGHTS IN OKMETIC OYJ

31 May 2016

NSIG Finland S.à r.l. ("NSIG Finland" or the "Offeror") supplements the tender offer document published on 21 April 2016 ("Tender Offer Document") in accordance with Chapter 11, Section 11, Subsection 4 of the Finnish Securities Markets Act (746/2012, as amended) with the following information.

The initial offer period under NSIG Finland's voluntary public tender offer to purchase all of the issued and outstanding shares and option rights in Okmetic Oyj ("Okmetic") that are not owned by Okmetic or any of its subsidiaries (the "Tender Offer") expired on 27 May 2016. All the conditions to completion of the Tender Offer have been satisfied during the initial offer period and the Offeror has on 30 May 2016 declared the Tender Offer unconditional.

However, the Offeror has been informed that contrary to assessments made prior to the announcement of the Tender Offer, the relevant Ministries have indicated that due to certain technology used by Okmetic, the completion of the Tender Offer may, in their view, require approval of the Finnish Ministry of Employment and the Economy under the Act on the Monitoring of Foreign Corporate Acquisitions (172/2012). The Offeror and Okmetic have immediately taken actions to clarify the situation and aim to complete these discussions as soon as possible. The Offeror will also make any filings necessary under said Act.

In order to allow time for the above discussions, the Offeror has, pursuant to the terms and conditions of the Tender Offer, on 30 May 2016 extended the offer period to expire on 14 June 2016 at 4:00 p.m. Finnish time. Depending on the outcome of the above discussions with the relevant Ministries, the Offeror may further extend the offer period in accordance with the terms and conditions of the Tender Offer, but not beyond 30 June 2016. However, any subsequent offer period under the terms and conditions of the Tender Offer may extend beyond 30 June 2016 provided that the Offeror will timely complete the Tender Offer. Assuming that the offer period will expire on 14 June 2016, the Offeror will announce the final result of the Tender Offer on or about 17 June 2016, and settlement will take place on or about 22 June 2016. Even if the Offer Period would be further extended, the completion and the settlement of the Tender Offer would take place on or about 8 July 2016 at the latest.

Due to the extension of the offer period, the Offeror has decided to amend the terms and conditions of the Tender Offer to the benefit of the shareholders and holders of option rights, to allow acceptances for the shares and option rights validly tendered in the Tender Offer to be withdrawn at any time during the extended offer period or, if the offer period has been further extended, during such further extended offer period, despite the fact that the Offeror has declared the Tender Offer unconditional and is therefore under an obligation to complete the Tender Offer. Accordingly, the first paragraph of Section 4. "Terms and Conditions of the Tender Offer" subsection 4.7. "Withdrawal Rights" in the Tender Offer Document has been amended with respect to the extended offer period to read as follows:

"The acceptances for the Shares and the Option Rights validly tendered in accordance with the terms and conditions of the Tender Offer may be withdrawn at any time during the extended Offer Period, even if the Offeror has declared Tender Offer unconditional and is therefore under an obligation to complete the Tender Offer."

Except for the changes to the withdrawal rights, the terms and conditions of the Tender Offer remain unchanged.

The Tender Offer Document with the aforementioned supplements and amendments is available as from 31 May 2016.

The Finnish Financial Supervisory Authority has approved the Finnish language version of this supplement but is not responsible for the accuracy of the information presented therein. The decision number of such approval is FIVA 7/02.05.05/2016.

APPENDIX 3: Statement by the board of directors of Okmetic Oyj concerning the public tender offer by National Silicon Industry Group

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

 

 

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