Demerger of Ahlstrom's Label and Processing business in Europe registered with the Finnish Trade Register
Ahlstrom Corporation STOCK EXCHANGE RELEASE May 27, 2013 at 8.30
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, a global high performance fiber-based materials company, announces that the demerger of Ahlstrom's Label and Processing business in Europe (LP Europe) has today been registered with the Finnish Trade Register. A total of 11,597,326 new shares in Munksjö Oyj were issued as demerger consideration to Ahlstrom's shareholders in the LP Europe demerger.
This means that the total number of shares in Munksjö Oyj, following the registration of the demerger and the two other shares issues with the Trade Register on Monday morning, will amount to 38,769,590.
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.
· Ahlstrom will continue to focus on high performance fiber-based materials that purify air and liquids, protect people and provide surface and structure to the customers' products.
· Ahlstrom's shareholders will own shares in two listed companies, Ahlstrom and Munksjö, both global leaders in their fields.
· Ahlstrom's Label and Processing business in Europe had net sales of EUR 562.5 million in 2012. Four plants and altogether about 1,000 employees will transfer to Munksjö.
· Right after the closing, Ahlstrom will buy back its operations in Osnabrück, Germany. The wallpaper and hybrid wallcovering business will remain with Ahlstrom, while the abrasive backings and pre-impregnated décor paper businesses will be divested to a third party in accordance with the commitments made to the EU Commission.
· Ahlstrom becomes a major shareholder in Munksjö, holding a total of 23.4% per cent of the shares following the completion of the European part of the transaction. After the completion of the Brazilian demerger, Ahlstrom's shareholding in Munksjö will be 17.8%.
"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", said Jan Lång, President & CEO, Ahlstrom.
"Ahlstrom will now steer its resources fully towards high performance fiber-based materials. We have made great progress with our product pipeline, and we will utilize our improved capabilities in product and technology development to introduce unique products that help our customers differentiate."
"Our primary goal now is to raise profitability, and seek growth based on the new product and technology platform now established. We are currently working with our strategic agenda going forward, and will communicate more on this after the summer holidays", Lång states.
Ahstrom and Munksjö shareholders' ownership
As of today, the shares of Ahlstrom do not entitle to any shares in Munksjö Oyj as consideration for the LP Europe demerger.
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 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.
The necessary clearances from competition authorities have been already received.
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.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Ahlstrom Oyj via Thomson Reuters ONE
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