SCANFIL PLC STOCK EXCHANGE RELEASE 1 MARCH 2012 9.55 A.M.
COURT OF ARBITRATION ORDERED OJALA-YHTYMÄ OY AND ITS SHAREHOLDERS TO PAY EUR 2 MILLION IN DAMAGES TO SCANFIL EMS OY AND SIEVI CAPITAL PLC
With the judgment issued on February 29, 2012, the court of arbitration has ordered Ojala-Yhtymä Oy and its shareholders (“Ojala”) to pay a total of EUR 2 million and interest to Scanfil plc’s subsidiary Scanfil EMS Oy and Sievi Capital plc and to pay the companies’ legal expenses in the matter in full. Furthermore, Ojala was obligated to pay the court of arbitration’s expenses and fees in full. The compensation less legal expenses will be divided equally between Scanfil EMS Oy and Sievi Capital plc. In its award, the court of arbitration confirmed all of Scanfil EMS Oy’s and Sievi Capital plc’s claims and the opinion that Ojala was not entitled not to execute the agreed merger. The judgement of the court of arbitration is final. The court of arbitration has dismissed Ojala´s counterclaim against Scanfil EMS Oy and Sievi Capital Oyj in its entirety.
Scanfil EMS Oy will recognise the damages in its financial statements through profit or loss. Due to this the operating profit of the first quarter is estimated to be profitable unlike it was earlier issued in the profit outlook. The compensation will not change the outlook for the whole year 2012.
Earlier on 25 March 2011, Sievi Capital plc announced that the General Meeting of Ojala-Yhtymä Oy had decided not to execute the merger of Ojala-Yhtymä Oy and Scanfil EMS Oy, a subsidiary of Sievi Capital plc at the time and currently of Scanfil plc.
Sievi Capital plc and Scanfil EMS Oy considered the merger agreement signed on 1 November 2010 was definitive and that it obligates the parties to execute the merger with the terms agreed on in the merger agreement. Ojala-Yhtymä Oy unilaterally announced that its General Meeting had decided not to execute the merger. Scanfil EMS Oy implemented all of the measures required of it by the merger agreement.
Sievi Capital plc and Scanfil EMS Oy decided, as announced on 27 April 2011, to initiate arbitration proceedings against Ojala-Yhtymä Oy and its shareholders and claim two million (2,000,000) euro as contractual penalty on the basis of the merger agreement as well as legal and the court of arbitration’s expenses and fees.
Sievi Capital plc announced on 16 November 2011 that Ojala-Yhtymä Oy and its shareholders have brought the counterclaim for a compensation of two million (2,000,000) euro and claim for both legal and the court of arbitration’s expenses and fees.
President Harri Takanen
Tel +358 8 4882 111
General Counsel Teemu Ohtamaa
Tel +358 8 4882 111
Distribution NASDAQ OMX, Helsinki
Scanfil Group is engaged in contract manufacturing for international telecommunications technology and professional electronics manufacturers.
Scanfil has 35 years of experience in demanding contract manufacturing. Scanfil is a systems supplier that offers its products and services to international telecommunications systems manufacturers and professional electronics customers. Typical products are equipment systems for mobile and public switched telephone networks, automation systems, frequency converters, lift control systems, equipment and systems for electricity production and transmission, analysers, slot machines and different meteorological instruments. The company has production facilities in China, Estonia, Hungary and Finland.
The associated company of Scanfil Group:
Greenpoint Oy (Scanfil EMS Oy’s share of ownership 40%) focuses on development and supply of solutions and equipment, which improve placements, visibility and sales of customer products in the Point-Of-Sale. The Greenpoint product portfolio includes a large variety of refrigerated merchandisers, displays and integrated check-out zone concepts. The company serves both brand owners and retail chains internationally. Along with the European markets Greenpoint Oy has entered North and Latin American markets through partnerships.