Munksjö and Ahlstrom complete the combination of Munksjö AB and Ahlstrom's Label and Processing business in Europe
Helsinki, Finland, 2013-05-24 12:00 CEST (GLOBE NEWSWIRE) --
Munksjö Oyj, Stock Exchange Release, 24 May 2013 at 12.00 CET
NOT TO BE DISTRIBUTED IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND,
SOUTH AFRICA OR THE UNITED STATES.
Munksjö Oyj has today completed the first phase of the combination of Munksjö
AB and Ahlstrom's Label and Processing business in Europe. The combination
makes Munksjö Oyj a global leader in high-quality specialty papers with
combined pro forma net sales of EUR 1.2 billion. Munksjö Oyj will have
approximately 3 000 employees and 15 production sites. The trading with
Munksjö's shares is expected to commence on or about 7 June 2013.
Execution of the first phase of the combination
The Board of Directors of Munksjö Oyj and Ahlstrom Corporation have today
resolved to execute the demerger of Ahlstrom's Label and Processing business in
Europe and notify it for registration with the Finnish Trade Register on 27 May
2013. The number of shares issued as demerger consideration to Ahlstrom's
shareholders will be determined when the trading has closed for today.
Munksjö Oyj's Board of Directors has also today resolved, based on the
authorisation by the shareholders of Munksjö Oyj on 13 May 2013 and as part of
the completion of the first phase of the transaction, to issue in the aggregate
12,306,807 new shares to the shareholders of Munksjö AB against the transfer of
all of the shares in Munksjö AB to the company (share exchange). The
subscription price of the new shares amounted in the aggregate to EUR
106,383,232.09, whereof EUR 14,920,000.00 will be recorded in the company's
share capital and EUR 91,463,232.09 in the reserve for the invested
unrestricted equity of the company.
Further, the Board of Directors of Munksjö Oyj has today resolved, based on the
same authorisation and as part of the completion of the first phase of the
transaction, to issue in the aggregate 14,865,357 new shares to Ahlstrom
Corporation, Munksjö Luxembourg Holding S.à r.l. (EQT), Munksjö AB, Varma
Mutual Pension Insurance Company and Ilmarinen Mutual Pension Insrurance
Company. The subscription price of the new shares amounted in the aggregate to
approximately EUR 128.5 million, which will be recorded in the reserve for the
invested unrestricted equity of the company.
Registration of new shares and next phase
The new shares issued by Munksjö Oyj in the LP Europe demerger as demerger
consideration to Ahlstrom's shareholders and in the other share issues are
expected to be registered with the Finnish Trade Register on 27 May 2013.
Munksjö Luxembourg Holding S.à r.l. (EQT) will hold approximately 32.1 per cent
of the shares and votes and Ahlstrom Corporation approximately 23.4 per cent of
the shares and votes in Munksjö Oyj following the registration of the new
shares. The new shares carry a right to dividend and other shareholder rights
as from their registration with the Finnish Trade Register.
The completion of the second phase of the combination, i.e. the demerger of
Ahlstrom's Label and Processing business in Brazil (Coated Specialties), is
expected to take place by the end of 2013.
Pro forma key financials for Munksjö Oyj
Complete pro forma financials have been published in the listing prospectus
published on 20 May, 2013, available on Munksjö's website at www.munksjo.com.
Munksjö Oyj
For more information:
Jan Åström, President and CEO, tel. +46 10 250 1001
Åsa Fredriksson, SVP HR and Communications, tel. +46 10 250 1003
Laura Lindholm, Investor Relations Manager, tel. +46 10 250 1026
Disclaimer
This document may not be distributed in or into Australia, Canada, the Hong
Kong special administrative region of the People's Republic of China, Japan,
New Zealand, South Africa or the United States. The information contained
herein shall not constitute an offer to sell or the solicitation of an offer to
buy the securities referred to herein in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any such
jurisdiction.
This document is not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1933, as
amended. Ahlstrom Corporation, Munksjö AB and Munksjö Oyj have not registered,
and do not intend to register, any offering of the Munksjö shares in the United
States. There will be no public offering of the Munksjö shares in the United
States.
This document is only being distributed to and is only directed at (i) persons
who are outside the United Kingdom or (ii) to investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and
other persons to whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order or (iv) persons who are members or creditors of
the company to which this communication relates, falling within article 43(2)
of the Order (all such persons in (i), (ii) (iii) and (iv) above together being
referred to as "relevant persons"). Any investment activity to which this
document relates will be only available to and will be engaged in only with,
relevant persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.