Raisio Makes EUR28 Million Offer for Glisten

The offer is for EUR 1.61 (GBP 1.40) per Glisten ordinary share. It represents a premium of approximately 62 per cent over the closing price of EUR 0.99 (GBP 0.865) on 9 February 2010.

10 Feb 2010 --- Raisio plc has announced a public offer to acquire the entire issued ordinary share capital of Glisten plc valuing the entire issued ordinary share capital at approximately EUR 22.8 (GBP 19.8 million). Glisten plc is a public company listed on the AIM market of the London Stock Exchange operating in the health, nutrition and premium snacking sectors. The completion of the acquisition process is expected to take place at the beginning of the second quarter of 2010 if the shareholders of Glisten support Raisio's offer. Raisio’s offer will be made through Raisio UK Limited, a new company incorporated in England and Wales formed specifically for the purposes of making the offer.

The offer is for EUR 1.61 (GBP 1.40) per Glisten ordinary share. It represents a premium of approximately 62 per cent over the closing price of EUR 0.99 (GBP 0.865) on 9 February 2010. Raisio has a significant support from Glisten shareholders including senior management to accept the offer. The acquisition, which will be entirely in cash, provides certainty to Glisten shareholders during a period of continued uncertainty in the financial markets and economic environment.

Raisio's CEO Matti Rihko says that Glisten fits extremely well to Raisio's business and growth strategy. "The acquisition provides both companies good opportunities for growth in the UK market as well as in Raisio's existing market areas by combining synergies of brands and products."

Glisten plc offers consumer-led innovation for the snack foods market. The growing company operates in the health and nutrition snack sectors. Fruitus and Dormen's are well established brands in their categories. The headquarters are located near Leeds in Northern England. The Group employs approximately 650 people across its eight manufacturing sites around the UK.

Glisten's net sales for the year ended 30 June 2009 was EUR 85.5 (GBP 74.4 million) and EBIT was EUR 5.9 (GBP 5.1 million). EBITDA was EUR 8.2 million (GBP 7.1 million). Group's net debt at the moment is EUR 32.3 million (GBP 28.1 million).

Meanwhile the proceedings concerning the sales profit from the divestment of Raisio’s chemical business in 2004 have concluded favourably for Raisio. The Tax Administration’s Tax Recipients’ Legal Services Unit was not granted the leave to appeal by the Supreme Administrative Court.

Raisio has considered the sales profit of approximately EUR 220 million to be free of tax and has handled it accordingly in its accounting. This was also the opinion of the Tax Office for Major Corporations in regular taxation, the Assessment Adjustment Board, the Helsinki Administrative Court and now the Supreme Administrative Court.