1 October 2008 - AS Kalev Paide Tootmine today signed a contract with AS Rubla for the sale of shares. The contract was concluded for the purchase of 8,000,000 shares in TERE AS with a nominal value of 10 EEK (0.64 EUR) per share, and a total nominal value of 80,000,000 EEK (5,112,932 EUR), which comprises 100% of the share capital.
The transaction shall be completed after the agreed-upon preconditions are fulfilled, which among other things include the approval of the share acquisition transaction by the general meeting of shareholders of AS Kalev. The estimated date for completion of the transaction provided that all preconditions are met in a timely manner is 18 October 2008.
The purchase price for the shares is 929,376,750 EEK (59,398,000 EUR). The entire purchase price shall be paid to the seller simultaneously with the transfer of ownership on the date of completion of the transaction. The purchase price was established based on a valuation of the true and fair value of AS Tere performed by the independent auditor firm AS Deloitte Advisory. With the acquisition of AS Tere, the strengthening and restructuring of AS Kalev's dairy sector will be completed. AS Kalev majority shareholder AS Rubla will consolidate all of the activities in the dairy sector into one company.
Pursuant to the rules for issuers established by the Tallinn Stock Exchange, the aforementioned sales transaction is considered a transaction with a related party. This is a transaction within a group, by which AS Kalev's parent company AS Rubla sells shares in its subsidiary AS Tere to AS Kalev's subsidiary AS Kalev Paide Tootmine.
The members of the supervisory boards and management boards of AS Kalev Paide Tootmine, AS Rubla and AS Kalev have no vested interest whatsoever in this transaction. The transaction was conducted at market conditions.
Tere AS was formed on 27 July 2007 as a result of the restructuring process taking place in the foodstuff manufacturer group. Consolidated into AS Tere were the dairy production for the former parent company and, as a new addition, production of sweet curds products, which was acquired from Kohuke AS. The primary activity of AS Tere is milk processing and production of dairy products. AS Tere's best-known trademarks are Tere, Kohuke, DrHellus, Fit! and Merevaik. AS Tere has one subsidiary: Meieri Transport AS, which is engaged in transport of raw milk.