Ahlstrom Corporation STOCK EXCHANGE RELEASE November 25, 2013 at 17.30
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.
Ahlstrom Corporation (Ahlstrom) and Munksjö Oyj (Munksjö) have today agreed to complete the combination of Ahlstrom's Label and Processing business in Brazil (Coated Specialties) with Munksjö. The Boards of Ahlstrom and Munksjö are expected to formally resolve on the execution of the Coated Specialties demerger on November 29, 2013 and to notify the execution of the demerger for registration with the Finnish Trade Register on December 2, 2013.
The demerger is the final step in the process through which Ahlstrom's Label and Processing business and Munksjö AB are combined.
As part of the Coated Specialties completion, Ahlstrom and Munksjö have agreed that Ahlstrom is responsible for the detachment process of the real estate in Jacarei, Brazil, and the transfer of the real estate to Munksjö. The parties have also agreed on a warranty arrangement covering potential financial consequences in the event that the real estate transfer to Munksjö could not be carried out.
In the demerger, the shareholders of Ahlstrom will receive as demerger consideration 0.265 new shares in Munksjö for each share owned in Ahlstrom. The number of new shares to be issued as demerger consideration will be determined based on the shareholding in Ahlstrom and taking into account all trades made, although not settled, in Ahlstrom's shares by the end of the day when the Boards of Ahlstrom and Munksjö have resolved on the execution of the demerger, expected to occur on November 29, 2013.
An estimated amount of 12,363,370 new shares in Munksjö Oyj will be issued as demerger consideration to Ahlstrom's shareholders in the Coated Specialties demerger. In case the number of shares received by a shareholder of Ahlstrom as demerger consideration would be a fractional number, the fractions shall be rounded down to the nearest whole number. No demerger consideration will be paid on the basis of own shares held by Ahlstrom.
The new shares to be issued by Munksjö as demerger consideration to Ahlstrom's shareholders are expected to be registered with the Finnish Trade Register on December 2, 2013. The new shares carry a right to dividend and other shareholder rights as from their registration with the Finnish Trade Register.
For more information, please contact:
Vice President, Communications
Tel. +358 10 888 4757
Ahlstrom in brief
Ahlstrom is a high performance fiber-based materials company, partnering with leading businesses around the world to help them stay ahead. Our products are used in a large variety of everyday applications, such as filters, medical gowns and drapes, diagnostics, wallcoverings, flooring and food packaging. We have a leading market position in the businesses in which we operate. In 2012, Ahlstrom's net sales from the continuing operations (excluding Label and Processing business) amounted to EUR 1 billion. Our 3,800 employees serve customers in 24 countries. Ahlstrom's share is quoted on the NASDAQ OMX Helsinki. More information available at www.ahlstrom.com.
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.