Ahlstrom Corporation STOCK EXCHANGE RELEASE January 11, 2016 at 14.35
Ahlstrom: Decisions taken by Munksjö's Extraordinary General Meeting
As announced on November 7, 2016, the Boards of Directors of Ahlstrom and Munksjö Oyj ("Munksjö") have agreed on combining the two companies through a statutory absorption merger (the "Merger"). The Merger is expected to be completed in the beginning of the second quarter of 2017 subject to, among other things, merger control approvals from relevant competition authorities.
Munksjö has published a stock exchange release regarding the decisions taken by its Extraordinary General Meeting held in Helsinki today. In accordance with the proposals of Munksjö's Board of Directors, the Extraordinary General Meeting: (i) resolved to approve the Merger, including the approval of the merger plan and the amended Articles of Association of Munksjö, (ii) authorised Munksjö's Board of Directors to resolve on the payment of funds from Munksjö's reserve for invested unrestricted equity in the total amount of maximum EUR 0.45 per each outstanding share in Munksjö prior to the completion of the Merger, and (iii) resolved on the number, remuneration and election of the members of the Board of Directors of Munksjö. The changes to the Articles of Association, the number of members of the Board of Directors, the composition of the Board of Directors and the remuneration of the Board of Directors will become effective upon the registration of the execution of the Merger. The release is available at www.munksjo.com.
Ahlstrom in brief
Ahlstrom provides innovative fiber-based materials with a function in everyday life. We are committed to growing and creating stakeholder value by proving the best performing sustainable fiber-based materials. Our products are used in everyday applications such as filters, medical fabrics, life science and diagnostics, wallcoverings, tapes, and food and beverage packaging. In 2015, Ahlstrom's net sales amounted to EUR 1.1 billion. Our 3,300 employees serve customers in 22 countries. Ahlstrom's share is quoted on the Nasdaq Helsinki. More information is available at www.ahlstrom.com.
Notice to Shareholders in the United States
The new shares in Munksjö have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any of the applicable securities laws of any state or other jurisdiction of the United States. The new shares in Munksjö may not be offered or sold, directly or indirectly, in or into the United States (as defined in Regulation S under the Securities Act), unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws of the United States. The new shares in Munksjö will be offered in the United States in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 802 thereunder.
Munksjö and Ahlstrom are Finnish companies. Information distributed in connection with the Merger and the related shareholder votes is subject to disclosure requirements of Finland, which are different from those of the United States.
It may be difficult for Ahlstrom's shareholders to enforce their rights and any claim they may have arising under the U.S. federal securities laws in respect of the Merger, since Munksjö and Ahlstrom are located in non-U.S. jurisdictions, and all of their officers and directors are residents of non-U.S. jurisdictions. Ahlstrom's shareholders may not be able to sue Munksjö or Ahlstrom or their officers or directors in a court in Finland for violations of the U.S. securities laws. It may be difficult to compel Munksjö and Ahlstrom and their affiliates to subject themselves to a U.S. court's judgment.