ROAL Electronics and Efore announce definitive acquisition agreement

Efore FY2012 Revenue was 78,1M€ and ROAL FY2012 Revenue was 39,5M€. The combined entity will have over 1,000 employees, development facilities in Finland, Sweden, Italy and China, and owned manufacturing plants in China and Tunisia. The two companies, each with a 40 plus year history in the power supply industry, are recognized as leaders among the independent companies in our industry.

Focused exclusively on the power electronics market, the combined company plans to utilize the increased critical mass, the common set of values and principles, and its global presence to deliver a superior customer experience. While planning to take advantage of the synergies and economies of scale, the current management teams will continue to service their customers and the unique requirements of the markets in which they operate.

The purchase price of equity amounts to EUR 9.7 million. 60 per cent of the purchase price is paid in cash and 40 per cent in Efore shares. Purchase price paid in Efore shares is equivalent to 5.243.243 Efore shares. Efore board has decided to use the AGM authorization to assign the shares to the sellers.

Shares are valued at EUR 0.74 per share. Subscribing sellers agree not to sell its Efore shares within 12 months from the closing date of the transaction. Subscribing sellers will propose Mr. Francesco Casoli, Chairman of Elica Spa, to become a new board member of Efore in coming extraordinary general meeting at the end of August or in September.

In addition to the transaction certain main subscribing sellers are committed to purchase ROAL facility in Italy 6-12 months after the closing, if required by Efore. In this case the selling price of the facility is EUR 1.5 million and the facility seller will lease it for 3 years with a rent of EUR 150,000 per year.

The acquisition of ROAL is a key part of Efore's strategy to grow its industrial business sector and balance its businesses. ROAL designs and manufactures standard and custom power products for several industrial applications. The transaction opens new growth opportunities like the fastest growing power products market, LED drivers, to Efore. ROAL is well-known especially for its strong power supply expertise in LED lighting, instrumentation devices and video wall displays.

The transaction enables an optimization of production capacities, production locations and supply chains. In addition, the transaction generates synergy benefits in procurement, logistics, IT and in other support functions. Annual estimated synergy benefits from material purchases are EUR 1.5 million and reachable after 12 months. No significant integration costs are expected.

Consolidation of ROAL financials into Efore Group is planned to start from the beginning of July 2013. Efore Group new management team will be: Vesa Vähämöttönen (President and CEO of Efore Group), Alessandro Leopardi, (CEO and General Manager of ROAL Electronics), Olli Nermes (EVP, Finance & Administration), Alexander Luiga (EVP, Sales and Marketing), Markku Kukkonen (EVP, Product Development and Technology) and Mikael Malm (EVP, Operations). Mr. Luiga is responsible for the telecom sector and Mr. Leopardi for the industrial sector profitability.

Vesa Vähämöttönen, President and CEO of Efore, commented: "This transaction fits perfectly to Efore's strategy and is a major step in our efforts to grow the industrial sector. ROAL has a strong clientele in Europe and North America which enables Efore's breakthrough in industrial sector."

"Efore and ROAL complement excellently each other both geographically and by product segments. The companies share same core competencies and there are no overlaps between customer relationships or products," comments Alessandro Leopardi, CEO and General Manager of ROAL Electronics.