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Electronics Production | September 02, 2008

Curtiss-Wright Controls to make acquisition offer to VMETRO

On 24 August 2008, VMETRO ASA received a letter from Curtiss-Wright Controls that the company intends to make a voluntary offer for all outstanding shares of VMETRO at a price per share of NOK 12.06 (around €1.52) in cash.
The launch of the Offer is subject to completion of a limited due diligence and there being no material adverse change in the business and business assets of VMETRO before the launch of the Offer. The completion of the proposed Offer will be conditional upon a 90% level of acceptance of the outstanding shares of VMETRO and obtaining regulatory approvals, including from relevant competition authorities. Further, the Offer will be based on customary terms appropriate for a voluntary offer under Norwegian law and market practice, including, inter alia, that there no event has occurred that has material adverse effect on the business or assets of VMETRO.

Shareholders representing in total 13,325,875 shares and 55.7 % in VMETRO have given irrevocable undertakings to accept the Offer.

The shareholder elected representatives on the Board of Directors of VMETRO believes that the offered price represents a fair pricing of the company`s shares based on its current knowledge. On this basis, the Board intends to recommend the VMETRO`s shareholders to accept the Offer unless provided with material new information. In accordance with the Norwegian Securities Trading Act section 6-16, the Board will issue a statement regarding the Offer at least one week before the acceptance period for the Offer expires.

The employee representative on the Board of Directors of VMETRO will await the Offer document in order to assess Curtiss-Wright Controls` plans for the business and the employees before giving any statement about the Offer.

The offer price represents a premium of 24.2 %, 19.2 % and 18 % compared to the volume weighted average market price for the last month, the last three months and the last six months, respectively. Furthermore, the offer price represents a premium of 23.1% to the latest traded price of the VMETRO share.

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