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FINNISH INVESTOR GROUP TO BECOME NORDKALK’S NEW OWNER – Funds managed by CapMan among new owners


In accordance with the agreement, the debt-free enterprise value of the company is MEUR 270. After the deduction of the capital loan and the net interest bearing debt, the acquisition price for the shares is estimated to amount to approximately MEUR 140. The final purchase price will be defined based on the financial statements of Nordkalk for the financial year 2002.

“Nordkalk is in a strong development phase. The company has increased its capacity during the last few years to better respond to the increased demand in various customer segments. In particular, the growing demand for paper pigments is expected to boost the company’s sales. Nordkalk’s solid market position and strong future outlook make the company an attractive investment target. The objective of the new owners is to continue to prepare the company for a public listing. The first steps in this direction were taken in 1999, when the company issued a convertible capital loan (Going Public Bond). The investor group’s extensive industry experience and access to resources will be important assets for Nordkalk during its development process,” says Björn Mattsson, Chairman of the Board of Directors of NK-Holding.

The strategic objective of the investor group is to decrease the ownership in Nordkalk and to broaden the company’s ownership base in three to five years.

The Board of Directors of NK-Holding will comprise the following members: Hononary Counselor Björn Mattsson (Chairman), President and CEO Morten Ahlström, President and CEO Jan Inborr, Senior Advisor Orvo Siimestö, Partner Jukka Järvelä, and LL.M. Christoffer Taxell.

The completion of the transaction requires inter alia the approval of Competition Authorities. The transaction is expected to be completed in early 2003.

After the transaction has been completed and in accordance with the terms of the convertible capital loan issued by Nordkalk in 1999, the holders of the convertible loan will be entitled, at their request, to claim repayment of the loan.

Press conference

A press conference will be held on Wednesday November 4, at 11.00 a.m. in the Konferenssisali room on the 10th floor at Palace Hotel, Eteläranta 10 Kari Heinistö, Björn Mattsson, Christer Sundström, Jan Inborr, Orvo Siimestö and Caj-Gunnar Lindström will be present at the conference.

For further information, please contact:

Mr. Kari Heinistö Senior Executive Vice President, KONE Materials Handling,

tel. + 358 (0)204 55 4252

Mr. Björn Mattsson, Chairman of the Board of NK-Holding, tel. +358 400 204 381

Mr. Christer Sundström, President of Nordkalk, tel. +358 204 55 6548

Mr. Jan Inborr, President and CEO of Ahlström Capital Oy, tel. +358 10 888 18

Mr. Orvo Siimestö, Senior Advisor at CapMan, tel. +358 9 6155 800

Mr. Caj-Gunnar Lindström, Treasurer, Stiftelsen för Åbo Akademi, tel. +358 (2) 2752 400

Background information

NK-Holding Oy Ab

Established in 2002, NK-Holding is a holding company owned by a Finnish investor group comprising Ahlström Capital Oy (27.8%), funds managed by CapMan Capital Management Oy (27.8%) Stiftelsen för Åbo Akademi (8.0%), Veritas Group (7.7%), Alandia-Bolagen (7.7%), Svenska Litteratursällskapet i Finland (6.4%), Furuvik Invest Ab (5.8%) Rettig Group (1.9%), Stiftelsen Eschnerska Frilasarettet (1.9%), Stiftelsen Brita Maria Renlunds minne (1.0%), William Thurings Stiftelse (1.0%), K.H. Renlunds Stiftelse (1.0%), Petter och Margit Forsströms stiftelse för minnet av Kalle och Olivia Forsström (0.5%) and the company management (1.5%).

The Board of Directors of NK-Holding will comprise the following members: Honorary Counselor Björn Mattsson (Chairman), President and CEO of Lexel Morten Ahlström, President and CEO of Ahlström Capital Jan Inborr, CapMan’s Senior Advisor Orvo Siimestö, CapMan’s Partner Jukka Järvelä, and LL.M. Christoffer Taxell.

Nordkalk Corporation

Nordkalk is the leading producer of limestone-based products in Northern Europe. The products are used mainly in the paper, steel and building material industries as well as in environmental care and agriculture. Crushed, ground and screened limestone as well as burned and hydrated lime is marketed in Finland, Sweden, Poland and Estonia with the product brand Nordkalk. Over recent years the company has grown substantially through acquisitions and investments. Nordkalk’s investments totaled almost EUR 180 million during 1997-2001.

Limestone is a natural base mineral used as a raw material in the manufacturing of various products or in their production processes. Limestone precipitates the slag from ores in the furnaces of iron and steelworks, the caustic soda can be reused with the aid

of lime in the manufacture of pulp, and in the food processing industry lime is a key ingredient in the purification of sugar beet juice. Nordkalk’s products are also used e.g. in building material industry, in chemical industry as well as in road building and construction.

In the near future, growth is expected especially from the production of refined coating pigments and fillers as the demand for high-quality paper is expected to increase. Ground Calcium Carbonate (GCC) is made by Suomen Karbonaatti Oy. Suomen Karbonaatti is Nordkalk’s subsidiary and a joint venture with Swiss Omya Group. Suomen Karbonaatti is Finland’s largest producer of paper coating pigments and fillers. Burnt lime is also used in the production of PCC (Precipitated Calcium Carbonate). Carbonate-based pigments are used in magazines paper, packaging and copying paper.

Lime is also an important role in soil improvement, gardening and animal feed stuff industry. In the Nordic region the soil is naturally acidic, which makes lime indispensable for soil improvement in both agriculture and horticulture.

Nordkalk has developed limestone-based products for environmental care, cleaning of flue gas and purification of water, soil improvement as well as liming of waterways. Investments in environmental care are also expected to grow in the future.

Nordkalk owns all mining rights at its mines and quarries. The mines and deposits are strategically located in the Baltic Sea area.

In 2001, Nordkalk’s consolidated net sales amounted to EUR 215.9 million and operating profit EUR 24.1 million. The company’s January-September 2002 net sales rose to EUR 186.9 million and operating profit to EUR 26.1 million. Nordkalk employs about 1,300 people and has operations at 30 locations e.g. in Finland, Sweden, Poland and Estonia.

Kone Corporation

KONE is a global service and engineering company that specializes in moving people and goods. The value of net sales totals EUR 5,600 million, and the company employs approximately 35,000 people. KONE’s B shares are listed on the Helsinki Exchanges.

Ahlström Capital Oy

Ahlström Capital is a private investment company that actively seeks investments in different industrial sectors. Ahlström Capital primarily targets unlisted companies with established operations and good development potential. The company focuses on direct equity investments, but to spread risks some of the assets are allocated to fixed-income instruments and shares.

Ahlström Capital’s investment portfolio is approximately EUR 200 million. The company’s start-up capital consists of industrial shareholdings, real estate, forests and cash, which transferred to Ahlström Capital in the demerger of A. Ahlström Corporation in 2001. The

company employs six investment professionals with strong experience in different industrial sectors. The company’s President and CEO is Jan Inborr.

CapMan Group

CapMan is one of the leading private equity investors in the Nordic countries and specializes in mid-sized buy-outs in various industry sectors, technology investments in the IT and telecommunications sectors and investments in life science companies. CapMan team comprises more than 70 people in Helsinki, Stockholm and Copenhagen. CapMan manages/advises funds with approximately EUR 1.6 billion in total capital. Of this approximately EUR 530 million is managed by the affiliated company Access Capital Partners, which invests in European private equity funds. To date, the funds managed by CapMan have invested in 126 companies in the Nordic countries and exited from 48 companies. CapMan Plc is listed on the Main List of the Helsinki Stock Exchange.