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Capman to Acquire Cosmetics Unit Noiro from Orion

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Capman to Acquire Cosmetics Unit Noiro from Orion 1 (4) Stock Exchange Release 4 September 2003 at 08.30 am CapMan to acquire cosmetics unit Noiro from Orion Orion Corporation and funds managed/advised by Finnish private equity investor CapMan have today agreed upon a deal in which the cosmetics and detergent business unit Noiro of Orion will be acquired by funds managed/advised by CapMan. The price of the transaction is approximately EUR 100 million, and it will be further adjusted when closing the deal in early October. The transaction includes all the business operations and the related assets and liabilities of Noiro and its subsidiaries. Noiro’s net sales in 2002 totalled EUR 135.3 million and operating profit EUR 9.8 million. The transaction will be made for a new company, and the operations will continue under the name Noiro Ltd. Key persons of Noiro will become shareholders of Noiro Ltd. with a combined ownership of approximately 5 to 7 percent. All the employees, approximately 850 in total, will join the new company under the current terms of employment. The closing of the deal is subject to the approval of the Finnish Competition Authority. To Orion the arrangement is a significant strategic step to streamline and clarify the Group structure. Orion is now concentrating its business operations clearly on pharmaceuticals and other healthcare products. At the core of the Group is Orion Pharma, which develops and manufactures pharmaceuticals. The healthcare wholesale companies Oriola and KD and the diagnostics business Orion Diagnostica are supporting the development of the Group. Noiro is one of the biggest single investments of the funds managed/advised by CapMan. CapMan’s goal is to support Noiro in its development and internationalisation. Noiro has good growth opportunities in the Nordic countries, in Russia, in the Baltic countries and in Poland. CapMan acknowledges the strong market position of Noiro in Finland and its promising international growth opportunities which make it an attractive company. Strong brands like Lumene, skilful personnel and steadily growing sales and profits constitute a firm basis for the further development of the company. Mr. Pekka Rautala will continue as Managing Director of Noiro. He has been President of the division during the past then years. Mr. Jussi Länsiö will be Chairman of the Board and one of the owners in the Company. Other members in the Board will be Mr. Orvo Siimestö, Senior Advisor, and Mr. Lars Hagelstam, Investment Director. The Board of Directors will be complemented later. Orion Corporation Jukka Viinanen Jari Karlson President and CEO CFO 2 (4) Contact persons in the Orion Group: Jukka Viinanen, President and CEO, phone +358 10 429 3710 Jari Karlson, CFO, phone +358 10 429 2883 or +358 50 429 2883 Contact person in Noiro: Pekka Rautala, President, phone +358 204 877 270 Contact person in CapMan: Orvo Siimestö Senior Advisor, phone +358 9 6155 8328 or +358 40 562 0317 3 (4) Fact Sheet Noiro www.noiro.com Noiro is engaged in cosmetics, personal hygiene and hairdressing products as well as institutional cleaning. In terms of research and development and manufacturing, Noiro is the largest enterprise in Scandinavia in its fields of business. Own brands account for over 80 percent of the net sales. Noiro also markets Wella hair cosmetics in Finland. The brightest star in the product range is the Lumene cosmetics line, which accounts for more than one- third of the net sales and almost than two-thirds of the exports. Lumene is the leading brand on the Finnish market for cosmetics with a strong market share of over 25 percent. Other well known brands of Noiro are, for example, Herbina, a line for personal hygiene, Nanoel, representing selective cosmetics, and the Cutrin hair cosmetics line. Institutional cleaning products are manufactured and marketed under the name Farmos. Exports account for around one-third of Noiro’s net sales, Russia being the biggest single export market. Noiro has been part of the Orion Group ever since it was established in 1948. In 2002 it contributed 8% to the net sales and 9% to the operating profit of the Orion Group. Noiro in figures 2002 1-6/2003 Net sales, EUR million 135.3 70.5 Exports, EUR million 48.4 24.6 Operating profit, EUR million 9.8 3.8 Personnel 850 850 Orion Group www.orion.fi Orion is a Finnish Group specialising in products for the healthcare sector. The company has been established in 1917, and pharmaceuticals are accentuated in the Group’s operations. A strong portfolio of own innovative drugs and generic specialty products constitute the basis for the operations of Orion Pharma, the strategic core in the Group. Also veterinary drugs and active pharmaceutical ingredients are an elementary part of the product range. The wholesale businesses Oriola and KD are the leading pharmaceutical distributors in Finland and Sweden. Oriola is also a marketer of a broad range of other healthcare products. Orion Diagnostica specialises in point-of-care diagnostic tests. The parent company Orion Corporation is listed in the Helsinki Stock Exchange. Orion has about 30,000 registered shareholders. Around 16% of the company’s shares are owned by shareholders outside Finland. CapMan Group www.capman.fi CapMan is one of the leading private equity investors in the Nordic countries and specialises in mid-sized buyouts in various industry sectors, technology investments in the IT and telecommunications sectors and investments in life science companies. CapMan team comprises around 80 people in Helsinki, Stockholm and Copenhagen. CapMan manages funds with approximately EUR 1.703 billion in total capital, of which approximately EUR 527 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 133 companies in the Nordic countries and exited from 55 companies. The latest investments include Finnish Nordkalk Oyj Abp, Swedish Metallfabriken Ljunghäll AB and Danish Eco-Dan A/S. CapMan Plc is listed on the Main List of the Helsinki Stock Exchange. 4 (4) Board of Directors and Managing Director of future Noiro Ltd Orvo Siimestö Member of the Board, Senior Advisor at CapMan Orvo Siimestö was invited to join CapMan as Senior Advisor in April 2001. He is also a long-term Board Member of CapMan Capital Management Oy (1993-2001). He has previously served as Managing Director for Leonia Corporate Bank Plc and Executive Vice President for Leonia Bank. Before his three- year period at Leonia he has worked 28 years in industry as controller for Kone and as CFO for Schauman and Ahlström Groups. Lars Hagelstam Member of the Board, Investment Director at CapMan Lars Hagelstam joined CapMan's Buyout Business Unit in 1999 from the banking group Paribas in London where he worked on M&A and corporate finance transactions in the Nordic countries and the rest of Europe. Jussi Länsiö Chairman of the Board Jussi Länsiö has a long background in running consumer goods companies. From 1978 to 1992 he worked for Huhtamäki of which most of the time (9 years) as Managing Director for Jalostaja. In 1992 he transferred to Deutsche Unilever to became Marketing Director for Langnese-Iglo. Since 1994-2003 he served as CEO for Hartwall. In that role he was instrumental in building Hartwall’s international operations. He has been active board member of several Finnish listed companies. Pekka Rautala Managing Director of Noiro Pekka Rautala has made his entire career in Noiro, having advanced through several posts of finance and control during 1973-1993. Since 1993 he has been President of Noiro. He is vice chairman of the board of the Finnish Cosmetic and Detergent Association. Distribution: Helsinki Stock Exchange Media Publisher: Orion Corporation Corporate Administration Orionintie 1A, FIN-02200 Espoo Homepage: www.orion.fi Heikki Vuonamo, Corporate VP, Communications Phone +358 10 429 4967 [email protected] .
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