Wood Processing transactions

Sawmill business

Tervolan Saha ja Höyläämö Oy (December 2009)

• seller Ruukki Yhtiöt Oy
• disposal of a 91.42% stake to Tervolan Saha ja Höyläämö Oy; after the transaction holding 0%
• selling price about EUR 4.1 million
• The divestment was part of the refocusing of the Group's Wood Processing business (“Ruukki Wood”).

Lappipaneli Oy (November 2009)

• seller Lappipaneli Oy
• sale of sawmilling assets to Pölkky Oy
• selling price for gross assets EUR 14.6 million
• The corporate activity aimed at changing the focus of the Group's Wood Processing business, to enable better growth and profitability and to better than previously benefit from synergies between various units.

Junnikkala Oy (January 2008)

• buyer Ruukki Yhtiöt Oy
• acquisition of a 51.02 % (51.06 % of votes) stake in Junnikkala Oy and the group it forms
• purchase price EUR 4.2 million paid at the closing; in addition Ruukki paid EUR 5.0 million for Junnikkala’s share issue and Junnikkala EUR 1.5 million for acquiring all shares of Pyyn Saha ja Höyläämö
• Ruukki has a call option and Junnikkala’s minority shareholders a put option regarding 48.98% of the shares
• After the acquisition Junnikkala acquired 25% of its subsidiary Juneropt Oy which was then merged into Junnikkala Oy
• Junnikkala practices sawmill business in Kalajoki and Oulainen
• The acquisition significantly strengthened the Group’s sawmill business area and increased the level of further processing.

Tervolan Saha ja Höyläämö Oy and VK Timber Oy (October 2006)

• buyer Ruukki Yhtiöt Oy
• acquisition of a 91.42% stake in TSH; VKT became a fully owned subsidiary of TSH
• total purchase price approximately EUR 8.1 million, EUR 6.3 million paid at the closing, the remaining part of the purchase price based on conditional earn-out payments to be made on the basis of the future profits of the target company and the size determined via estimates
• TSH and VKT practice sawmill business in Tervola and Kittilä
• The acquisition contributed to strengthening the Group’s active development of the sawmill business in Northern Finland.

Lappipaneli Oy (April 2005)

• buyer Ruukki Yhtiöt Oy
• acquisition of a 3.8% stake from minority shareholders; after the transaction holding 100%
• purchase price EUR 0.2 million

Lappipaneli Oy (January 2004)

• buyer Ruukki Group Plc
• acquisition of a 60% stake; after the transaction holding 96%
• purchase price paid through a directed issue of a total of 35,555,554 Ruukki Group Plc shares to the sellers; moreover, the sellers entitled to an additional sales amount based on Lappipaneli’s financial performance in 2004–2006
• The purpose of increasing ownership was to invest in intense growth of Lappipaneli, being implemented in the mechanical wood processing industry in Ruukki Group companies and other companies in the same network.

House building

Pohjolan Design-Talo Oy (September 2008)

• buyer Ruukki Group Plc
• acquisition of a 9.9% stake; after the transaction holding 100%
• purchase price EUR 6.1 million, EUR 4.2 million paid at the closing and the rest to be paid within two years; in addition the seller entitled to an additional earn-out purchase consideration
• In addition, a separate agreement was made according to which Design-Talo acquired all the business operations of Gloria House Finland Oy with a cash consideration of EUR 0.3 million
• The transaction strengthened the Group’s house building business.

Pohjolan Design-Sähkö Oy (June 2007)

• buyer Pohjolan Design-Talo Oy
• acquisition of a 70.1% stake
• purchase price EUR 1.5 million
• Pohjolan Design-Sähkö Oy operates in the electrical contracting field
• Pohjolan Design-Sähkö Oy was a long-term subcontractor and partner to Design-Talo; the transaction secured the company’s supply chain by taking control of hitherto outsourced electrical contracting.

Nivaelement Oy (December 2006)

• buyer Pohjolan Design-Talo Oy
• acquisition of all share capital
• purchase price EUR 8 thousand
• Nivaelement Oy was a former contract manufacturer of prefabricated panel shell elements for the wooden ready-to-move-in detached houses delivered by Design-Talo. Owing to the strategic significance of the production of these prefabricated elements, the Group decided to acquire full ownership of the operations in question.

Pohjolan Design-Talo Oy (January 2006)

• seller Ruukki Group Plc
• disposal of a 9.9% stake to the managing director of Design-Talo; after the transaction holding 90.1%
• selling price EUR 2.2 million
• The aim of the transaction was to commit the managing director to further development of the company and to strengthening the company’s financial performance.

Loginvest Oy (December 2004)

• buyer Pohjolan Design-Talo Oy
• acquisition of all share capital
• purchase price EUR 1.1 million
• Loginvest Oy is engaged in electrotechnical design as well as heating, plumbing, and air-conditioning work

Pohjolan Design-Talo Oy (March 2004)

• buyer Ruukki Group Plc
• acquisition of all share capital
• purchase price EUR 8.1 million paid in cash at the closing; in addition an obligation to pay a profit-based additional purchase price on the basis of Design-Talo’s financial performance in 2004–2006
• Pohjolan Design-Talo Oy specialises in the design and manufacturing of ready-to-move-in detached houses throughout Finland

Pallet business

PSL Räinä Oy (October 2008)

• buyer Oplax Oy
• acquisition of all share capital
• purchase price EUR 0.5 million
• PSL Räinä Oy operates in the wooden loading pallets business in Rovaniemi
• The basis for the transaction was to expand the pallet manufacturing business.

Oplax Oy (June 2007)

• buyer Ruukki Group Plc
• acquisition of about a 62% stake; after the transaction holding 100%
• purchase price EUR 4.8 million
• The aim of the transaction was to capitalise on synergy benefits within the Sawmill Business segment, as applicable, in the further processing of sawn timber.

Oplax Oy (May 2006)

• buyer Ruukki Group Plc
• acquisition of a 7.42% stake; after the acquisition holding 31.95%
• purchase price EUR 0.7 million paid in cash
• The basis for the transaction was to increase the Group’s minority shareholding.

Oplax Oy (December 2004)

• buyer Ruukki Group Plc
• acquisition of a 24.5% stake
• purchase price EUR 1.8 million paid in cash
• Oplax focuses on pallet production in Oulu, Kemi and Tornio
• The purpose of the transaction was to strengthen the Group’s wood processing business and to capitalise on operations and ownership based synergies within it.