NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
Issuing of new Valmet shares as merger consideration to the shareholders of Neles
As merger consideration, the shareholders of Neles will receive 0.3277 new shares in Valmet for each share they hold in Neles at the end of
Trading in the new shares on the official list of
In case the number of merger consideration shares received by a shareholder of Neles per each individual book-entry account is a fractional number, the fractions shall be rounded down to the nearest whole number. Fractional entitlements to the merger consideration shares shall be aggregated and sold in public trading on Nasdaq Helsinki, and the proceeds shall be distributed to shareholders of Neles entitled to receive such fractional entitlements in proportion to their holding of such fractional entitlements.
Neles' extra distribution of funds and related party loan agreement
Based on the combination agreement between Neles and Valmet regarding the Merger, Neles may prior to the execution of the Merger distribute to its shareholders an extra distribution of funds in the amount of up to
The Extra Distribution is expected to be resolved by the Board of Directors of Neles later today on
The Boards of Directors of Neles and Valmet have today approved a loan agreement between the companies concerning the part of the Extra Distribution payable to Valmet (the "Loan Agreement"). According to the Loan Agreement, the part of the Extra Distribution payable to Valmet as a shareholder of Neles will not be paid in cash to Valmet in connection with payment of the Extra Distribution to other shareholders of Neles, but the amount payable to Valmet will be recorded as debt owed by Neles to Valmet. For an Extra Distribution amounting to
As a consequence of the completion of the Merger, all the assets and liabilities of Neles will transfer to Valmet and therefore, the loan under the Loan Agreement will extinguish upon the completion of the Merger. If the Merger cannot be completed before the long-stop date defined under the combination agreement between Neles and Valmet, Valmet has a right to request repayment of the loan. Said loan carries an interest of 0.5% per annum as of the date of the payment of the Extra Distribution to other shareholders of Neles.
The Loan Agreement constitutes a related party transaction for Neles and Valmet, as Valmet is the largest shareholder of Neles with its approximately 29% share ownership in Neles.
Composition of the Board of Directors and other resolutions of the General Meetings of Valmet relating to the Merger
In accordance with the resolutions of the Extraordinary General Meeting of Valmet held on
Mikael Mäkinen, currently the Chairman of the Board of Directors of Valmet, will continue to act as the Chairman of the Board of Directors and
The term of the new Board of Directors will commence on the date of the registration of the execution of the Merger with the
The resolutions of the EGM regarding the amendment of Valmet's Articles of Association and certain other matters set out in the merger plan will take effect on the Effective Date of the Merger.
In addition, the AGM of Valmet resolved on the remuneration of the members of the Board of Directors as of the Effective Date.
As announced by Valmet on
For more information, please contact:
Elisa Erkkilä, General Counsel, tel. +358 40 754 4411, email: elisa.erkkila@neles.com
Information on Neles and Valmet in brief
Neles is one of the leading providers of mission-critical flow control solutions and services for process industries. With our global team of experts and innovative solutions, we help our customers to improve their process performance and ensure the safe flow of materials. Neles is listed on the Nasdaq Helsinki in
Valmet is a leading global developer and supplier of process technologies, automation and services for the pulp, paper and energy industries. We aim to become the global champion in serving our customers. Valmet's strong technology offering includes pulp mills, tissue, board and paper production lines, as well as power plants for bioenergy production. Our advanced services and automation solutions improve the reliability and performance of our customers' processes and enhance the effective utilization of raw materials and energy. Valmet's net sales in 2021 were approximately
Distribution:
Nasdaq Helsinki
Media
www.neles.com
IMPORTANT NOTICE
In a number of jurisdictions, in particular in
This release is neither an offer to sell nor the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in
This release does not constitute a notice to an Extraordinary General Meeting or an Annual General Meeting or a merger prospectus. Any decision with respect to the Merger of Neles into Valmet should be made solely on the basis of information contained in the actual notices to the General Meeting of Neles and Valmet, as applicable, and the merger prospectus or English merger prospectus as well as on an independent analysis of the information contained therein. You should consult the merger prospectus or English merger prospectus for more complete information about Valmet, Neles, their respective subsidiaries, their respective securities and the Merger.
This release contains forward-looking statements. All statements other than statements of historical fact included in this release are forward-looking statements. Forward-looking statements give the combined company's current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance, benefits of the Merger, and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as "expect", "aim", "intend", "may", "plan", "would", "could", and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the combined company's control that could cause the combined company's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the combined company's present and future business strategies and the environment in which it will operate in the future. Shareholders should not rely on these forward-looking statements. Neither Neles nor Valmet, nor any of their respective affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.
This release may include estimates relating to the synergy benefits expected to arise from the Merger and the combination of the business operations of Neles and Valmet as well as the related integration costs, which have been prepared by Neles and Valmet and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the Merger and the combination of the business operations of Neles and Valmet on the combined company's business, financial condition and results of operations. The assumptions relating to the estimated synergy benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual synergy benefits from the Merger and the combination of the business operations of Neles and Valmet, if any, and related integration costs to differ materially from the estimates in this release.
Further, there can be no certainty that the Merger will be completed in the manner and timeframe described in this release and the merger prospectus, or at all.
https://news.cision.com/neles-oyj/r/neles-corporation-and-valmet-oyj-have-resolved-on-the-completion-of-the-merger-conditional-on-the-ex,c3530142
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