MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE 11 January 2017 at 10:50 CET
Munksjö Oyj: Ahlstrom’s Extraordinary General Meeting of Shareholders approved the combination of Ahlstrom and Munksjö
Ahlstrom Corporation’s (“Ahlstrom”) Extraordinary General Meeting of Shareholders (“EGM”) was held today in Helsinki. According to a stock exchange release published by Ahlstrom, the EGM resolved, inter alia, to approve the combination of Ahlstrom’s and Munksjö’s business operations through a statutory absorption merger of Ahlstrom into Munksjö and approve the merger plan. The EGM also authorised Ahlstrom’s Board of Directors to resolve on the distribution of an extra dividend in the total amount of maximum EUR 0.49 per each outstanding share in Ahlstrom prior to the completion of the combination. All decisions were taken in accordance with the proposals of Ahlstrom’s Board of Directors. The release is available at www.ahlstrom.com.
The completion of the combination is subject to, inter alia, approval by the EGM of Munksjö as well as merger control approvals from competition authorities. Munksjö’s EGM will be held later today in Helsinki, and its decisions will be published by Munksjö as a separate stock exchange release.
For more information, please contact:
Anna Selberg, SVP Communications, tel. +46 10 250 10 32
Laura Lindholm, Head of Investor Relations, tel. +46 72 703 63 36
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.
Made by Munksjö – Intelligent paper technology
Munksjö is a world-leading manufacturer of advanced paper products developed with intelligent paper technology. Munksjö offers customer-specific innovative design and functionality in areas ranging from flooring, kitchens and furnishings to release papers, consumer-friendly packaging and energy transmission. The transition to a sustainable society is a natural driving force for Munksjö's growth as the products can replace non-renewable materials. This is what "Made by Munksjö" stands for. Given Munksjö's global presence and way of integrating with the customers, the company forms a worldwide service organisation with approximately 2,900 employees and 15 facilities located in France, Sweden, Germany, Italy, Spain, Brazil and China. Munksjö's share is listed on Nasdaq in Helsinki and Stockholm. Read more at www.munksjo.com.