Ahlstrom Corporation STOCK EXCHANGE RELEASE May 24, 2013 at 13.00
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, a global high performance fiber-based materials company, has today completed the first phase of the combination of its Label and Processing business in Europe and Munksjö AB (LP Europe Completion). The combination creates a new global leader in high-quality specialty papers.
The second phase of the transaction, the demerger of Coated Specialties in Brazil, is expected to the completed during the second half of this year.
"The rationale for this transaction remains sound: Ahlstrom can now focus on businesses in which we see the most attractive value-add and growth opportunities. On the other hand, the Label and Processing business can be further developed as part of a leading specialty paper company," says Jan Lång, President & CEO, Ahlstrom.
Execution of the LP Europe Completion
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 May 27, 2013.
The number of shares issued as demerger consideration to Ahlstrom's shareholders will be determined when the trading has closed for today.
The Board of Directors of Munksjö Oyj has also today, as part of the LP Europe Completion, resolved to issue 14,865,357 new shares in the aggregate value of approximately EUR 128.5 million to Ahlstrom, Munksjö Luxembourg Holding S.à r.l. (EQT), Munksjö AB, Ilmarinen Mutual Pension Insurance and Varma Mutual Pension Insurance Company. Ahlstrom's share of the issue amounted to approximately EUR 78.5 million entitling to 9,081,171 new shares in Munksjö Oyj.
Further, Munksjö Oyj has today, as part of the LP Europe Completion, resolved to issue new shares in Munksjö Oyj to the shareholders of Munksjö AB in exchange for the transfer of all of the shares in Munksjö AB to Munksjö Oyj (share exchange).
Ownership of Munksjö Oyj
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 May 27, 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.
Ahlstrom shareholders' ownership
Ahlstrom shareholders' ownership in Munksjö will be determined taking into account all the trades made by the end of today. Ahlstrom shares will not entitle to any shares in Munksjö Oyj as consideration for the LP Europe demerger after today.
The shareholders of Ahlstrom Corporation will receive as demerger consideration 0.25 new shares in Munksjö Oyj for each share owned in Ahlstrom Corporation (i.e. the exchange ratio is 4:1). In case the number of shares received by a shareholder of the company as LP Europe demerger consideration would be a fractional number, the fractions shall be rounded down to the nearest whole number. No LP Europe demerger consideration will be paid on the basis of own shares held by Ahlstrom Corporation.
The new Munksjö shares carry a right to dividend and other shareholder rights as from their registration with the Finnish Trade Register on May 27, 2013. The process does not require any action from the current Ahlstrom shareholders. The trading with Munksjö's shares is expected to commence on June 7, 2013.
The second phase of the combination, the demerger of Ahlstrom's Label and Processing business in Brazil (Coated Specialties), is expected to be completed during the second half of 2013.
Upon execution of the demerger of the Coated Specialties Business, the shareholders of Ahlstrom Corporation will receive as demerger consideration 0.265 new shares in Munksjö Corporation for each share owned in Ahlstrom Corporation. In case the number of shares received by a shareholder of the company as Coated Specialties demerger consideration would be a fractional number, the fractions shall be rounded down to the nearest whole number. No Coated Specialties demerger consideration will be paid on the basis of own shares held by Ahlstrom Corporation.
Ahlstrom will arrange a new Extraordinary General Meeting for the Shareholders on July 4, 2013, to approve the demerger plan for Coated Specialties, since the current authorization for the demerger expires on May 27, 2013.
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 28 countries on six continents. 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.