JELMOLI : agrees with Swiss Prime Site on improved exchange offer

Corporate news announcement processed and transmitted by Hugin AS.
The issuer is solely responsible for the content of this 
announcement. 
----------------------------------------------------------------------
--------------    
Jelmoli Holding Ltd. ("Jelmoli") announces that it has reached today
an agreement with Swiss Prime Site Ltd ("SPS") for SPS to increase
its exchange offer from 7.7 to 8.1 SPS shares for one Jelmoli share.
In addition, Jelmoli has executed a comprehensive transaction
agreement with SPS, and thereby reached a package solution with SPS,
which the Board of Directors of Jelmoli now feels able to recommend
for acceptance to Jelmoli shareholders.

- Increased exchange offer of 8.1 SPS shares for one Jelmoli share
- 
No adjustment of exchange ratio for planned Tivona share issuance
- Continuation and further development of House of Brands at least
until end of 2010
- Extended protection for Jelmoli employees



SPS announced on 2 June 2009 that it signed a purchase agreement with
Pelham Investments SA  ("Pelham"), which is  controlled by Georg  von
Opel, to  acquire  from  Pelham all  its  Jelmoli  registered  shares
(representing 29.9% of the capital of Jelmoli). SPS further announced
its intention to make an exchange offer for the remaining outstanding
Jelmoli registered shares. At the  same time, the board of  directors
of Jelmoli announced on 2 June 2009 that based on a first analysis it
had reached the conclusion  that the intended  exchange offer by  SPS
did not  adequately  value the  Company  and contained  a  number  of
uncertainties regarding important company interests.

Against this background, Jelmoli has held intensive talks with SPS in
the interest of Jelmoli shareholders and the Company with the goal of
reaching an  acceptable solution.  SPS and  Jelmoli have  reached  an
agreement today. SPS has agreed  to increase the exchange offer  from
previously 7.7 SPS shares for one Jelmoli share to 8.1 SPS shares for
one  Jelmoli  share  and   agreed  to  a  comprehensive   transaction
agreement.

On the basis of  the closing share  price of SPS as  of 10 June  2009
(CHF 51.95), this translates  into a market value  of CHF 420.80  per
Jelmoli share, a premium of 18%  on the basis of the volume  weighted
average share prices of  both companies in the  period from 30  March
2009 (the prior day of trading  of Jelmoli as a real estate  company)
and 29 May 2009 (the last  trading day prior to the exchange  offer).
The improved offer represents  a SPS net asset  value (NAV) as of  31
March 2009 of CHF  490.54 per one Jelmoli  share or CHF 463.00  after
deduction of the planned nominal  value reduction of the SPS  shares.
The exchange ratio will not be adjusted for the planned Tivona  share
issuance. Upon  completion of  the offer,  Jelmoli shareholders  will
have a share of approximately 47% (excluding Pelham) in the  combined
company and will participate accordingly in the synergy potential. In
addition, the combination of both companies will lead to an increased
free float  and increased  liquidity of  the shares  of the  combined
company. The Board of Directors, together with its advisors, has come
to the conclusion  that the  improved offer  adequately reflects  the
value of the Company and provides additional value creation potential
for Jelmoli shareholders.

Further, important interests of the Company could be addressed in the
transaction  agreement.   Amongst   others,  the   continuation   and
development of the department store  at the Bahnhofstrasse in  Zurich
("House  of  Brands")  at  least  until  end  of  2010  and  extended
protection for Jelmoli employees have been agreed to by SPS.  Jelmoli
intends to work closely with SPS  on the subject of financing  whilst
retaining the right to withdraw its recommendation if by the time  of
publication of the offer prospectus it has not obtained  satisfactory
comfort that  the financing  of  existing financial  indebtedness  is
assured.

The Board of Directors therefore feels able to recommend the improved
offer to its shareholders for acceptance.
Christopher Chambers, Chairman of the Board of Directors of  Jelmoli,
commenting on the transaction says: "I am proud to be associated with
a transaction which will create  one of Europe's leading real  estate
companies unprecedented in its scale  in Switzerland. I look  forward
to  working  together  with  Mr.  Wehrli  and  his  team  towards   a
completion."

Contacts

Media:      Dr. Jörg Neef, Hirzel. Neef. Schmid. Konsulenten
            [phone], eMail: [e-mail]
Analysts    Michael Mueller, Delegate of the Board and CEO
            [phone], eMail: [e-mail]
            Markus Meier, CFO
            Tel. [phone] / Fax [phone]

Internet:   www.jelmoliholding.ch / www.huginonline.ch/JEL
WAP mobile: wap.huginonline.com (Press Releases Jelmoli)
E-mail:     [e-mail]


This media  information  contains forward  looking  statements  which
express intentions, estimates, expectations and forecasts relating to
future financial,  operational and  other developments  and  results.
Such statements  and  the underlying  assumptions  are subject  to  a
variety of risks,  uncertainties and other  factors which could  mean
that the  actual  developments may  significantly  differ  therefrom.
Investors should also note that  the described transaction may  fail,
in  full  or  in  part,  or   may  be  delayed.  In  view  of   these
uncertainties, readers of this media information are cautioned not to
place undue reliance on such forward looking statements.


 
--- End of Message ---

Jelmoli
-----------------------------------------
Jelmoli über 
WAP:
 
wap.huginonline.com
-----------------------------------------  

St. Annagasse 18 Zürich 

WKN: 851225; ISIN: CH0000668464; Index: SMCI, SPI, SPIEX;
Listed: 
Main Market in SIX Swiss Exchange;
http://hugin.info/100248/R/1322225/309855.pdf


Copyright © Hugin AS 2009. All rights reserved.