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Yara: conditions of the tender offer for Kemira GrowHow

Jun 21, 2007
On 24 May 2007 Yara Nederland B.V. purchased and the Republic of Finland sold 17,188,480 shares in Kemira GrowHow Oyj ("Kemira GrowHow") corresponding to approximately 30.05 percent of all the issued shares and votes in Kemira GrowHow. Consequently, Yara Nederland B.V. is obliged to make a public tender offer for the remaining shares in Kemira GrowHow (the "Tender Offer"). The Tender Offer is made for all shares issued by Kemira GrowHow that are not owned by Kemira GrowHow or any company belonging to the Kemira GrowHow group of companies.
 
The tender offer document based on the Finnish Securities Markets Act is estimated to be published on 18 July 2007, on which time it will also be made public through the Oslo Stock Exchange publication system, after which the offer period would commence on 20 July 2007 and expire on 7 September 2007.
 
The following is a description of the Tender Offer and its main terms and conditions. The complete terms and conditions of the Tender Offer will be published in the offer document approved by the Finnish Financial Supervision Authority.
 
The board of directors of Kemira GrowHow unanimously recommends that the shareholders accept the Tender Offer.
 
Yara is being advised by Citi.
 
Principal terms of the Tender Offer
 
The offeror and target of Tender Offer
 
Yara Nederland B.V. (the "Offeror"), a wholly-owned subsidiary of Yara International ASA offers to purchase all issued and outstanding shares in Kemira GrowHow, which are not owned by Kemira GrowHow or its subsidiaries (the "Shares").
 
Offer consideration
 
The offer consideration for each Share in the Tender Offer is EUR 12.12 in cash provided that the Tender Offer has been validly approved according to the terms and conditions of this Tender Offer Document and that its acceptance has not been validly withdrawn (the "Offer Consideration").
 
Subject to the completion of the Tender Offer the Offeror will pay interest on the Offer Consideration at the rate of five (5) percent per annum from the date of receipt (excluding the date of receipt) of acceptance of the Tender Offer until the payment (including the date of payment) of the Offer Consideration.
 
Tender offer period
 
The tender offer period commences at 9.30 (Finnish time) on 20 July 2007 and expires at 16.00 (Finnish time) on 7 September 2007 during which period holders of Shares in Kemira GrowHow can accept the Tender Offer, if the Tender Offer Period is not extended or suspended (the "Tender Offer Period").
 
The duration of the Tender Offer Period in its entirety may be ten (10) weeks at the most. If, however, the preconditions of the Tender Offer have not been fulfilled due to a particular obstacle as provided in Standard 5.2c of the Finnish Financial Supervision Authority, such as pending merger control proceedings, the Offeror may extend the duration of the Tender Offer Period beyond ten (10) weeks until such obstacles have been removed and the Offeror has had reasonable time to consider the situation in question. In this case the Offeror shall announce the new termination date at least two (2) weeks prior to the date of termination of the extended Tender Offer Period.
 
The Offeror reserves the right to extend the Tender Offer Period as allowed by the Securities Markets Act.
 
Preconditions for the Completion of the Tender Offer
 
A precondition for the completion of the Tender Offer is that the requirements set for the completion of the Tender Offer listed below are met on or by the date when the trades of Shares, under the Tender Offer, are carried out or that the requirement for the fulfilment of all or some of them is waived by the Offeror:
 
all necessary consents, approvals and actions from applicable antitrust or competition authorities for the completion of the Tender Offer have been obtained and
no final and non-appealable order relating to consents, approvals or actions from applicable antitrust or competition authorities and preventing the completion of the Tender Offer shall have been issued by any court of competent jurisdiction.
 
The Offeror may, to the extent permitted by law, waive any of the aforementioned Preconditions for Completion that are not fulfilled. A withdrawal of the Tender Offer due to unfulfilled preconditions for the completion of the Tender Offer is subject to the Finnish Financial Supervision's exemption order.
 
Tender Offer acceptance procedure
 
Nordea Bank Finland Plc acts as the arranger of the Tender Offer and is responsible for the execution of the Tender Offer and the sale and purchase of the shares as instructed by the Offeror. The final terms as included in the offer document, will contain detailed instructions on the procedure to accept the Tender Offer.
 
Subject to the provisions of mandatory law allowing a withdrawal in certain situations the acceptance of the Tender Offer is irrevocable and it cannot be withdrawn, unless the duration of the Tender Offer Period has exceeded ten (10) weeks..
 
Terms of payment and settlement
 
The Tender Offer will be completed with respect to all Kemira GrowHow's shareholders who have validly accepted the Tender Offer no later than on the fifth (5th) banking day following the end of the Tender Offer Period, i.e, preliminarily on 14 September 2007 (Completion Date). If possible, the completion trades will be executed on the Helsinki Stock Exchange. The completion trades will be settled on the third (3rd) banking day following the completion trades, i.e. preliminarily on 19 September 2007.
 
Subject to completion of the Tender Offer, the Offer Consideration will be paid on or about the third (3rd) banking day following the date of the completion trade. The accrued interest will be paid on or about the fifth (5th) banking day following the date of the completion trade. If the bank account of a Kemira GrowHow shareholder is at a different bank than the shareholders' book-entry account, the Offer Consideration will be paid into such bank account approximately at the latest two (2) banking days later in accordance with the schedule for payment transactions between financial institutions.
 
Transfer tax and other fees
 
The Offeror shall be responsible for the Finnish transfer tax, if any, payable on the sale and purchase of the Shares in accordance with the Tender Offer.
 
Restrictions applicable to the Tender Offer
 
The Tender Offer will not be made in any other jurisdiction where prohibited by applicable law and the offer document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. In particular, the Tender Offer will not be made, directly or indirectly, in or into, or by use of the postal service of, or by any means of instrumentality (including, without limitations, facsimile transmission, telex, telephone or the internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of the United States, Canada, Japan or Australia. The Tender Offer cannot be accepted by any such use, means or instrumentality or from within the United States, Canada, Japan or Australia.
 
 
Yara International ASA
Board of Directors
 
 
 
 
Torgeir Kvidal, Investor Relations
Telephone  (+47) 24 15 72 95
Cellular (+47) 91 339 832
 
Hamed Brodersen, Media Relations
Cellular (+47) 40 468 110
 
 
Yara International ASA is a leading chemical company that converts energy and nitrogen from the air into essential products for farmers and industrial customers. As the number one global supplier of mineral fertilizers and agronomic solutions, we help provide food for a growing world population. Our industrial product portfolio includes environmental protection agents that safeguard air and water purity and preserve food quality. Yara's global workforce of 7000 employees represents great diversity and talent enabling Yara to remain a leading performer in its industry.
 
 
 
DISCLAIMER
 
 
This stock exchange release must not be published, released or otherwise distributed in whole or in part in or into the United States, Canada, Japan or Australia. This stock exchange release is neither an offer to purchase nor a solicitation for an offer to sell shares, and the Tender Offer will not be made directly or indirectly in the United States, Canada, Japan or Australia or any other jurisdiction where such an offer would violate laws of that jurisdiction. This stock exchange release and tender offer will not and may not be distributed, forwarded or transmitted in any way, such as by post, fax, email or telephone, or in any other way to or from areas where it would violate the law.
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