M-real Corporation Stock Exchange Release 3.3.2003 at 16.00
M-REAL CORPORATION TO EXERCISE ITS RIGHT TO REDEEM ALL REMAINING
SHARES IN METSä TISSUE CORPORATION
M-real, together with its wholly owned subsidiary, M-real Tissue Oy
(the "Subsidiary"), holds more than nine tenths (9/10) of the shares
and votes in Metsä Tissue. As a consequence of the exceeding of said
threshold, M-real has the right, based on Chapter 14, Section 19 of
the Finnish Companies Act, to redeem the shares held by other
shareholders in Metsä Tissue at fair value. On 3 March at 2 pm, the
current holding of M-real and the Subsidiary in Metsä Tissue is
29 518 952 shares corresponding to 98,40 per cent of all the shares and
votes in Metsä Tissue.
M-real has notified Metsä Tissue that it will exercise its redemption
right under the Finnish Companies Act to redeem the shares held by
the remaining shareholders in Metsä Tissue. M-reals claim based on
the redemption right is the following:
Redemption Price of the Shares
The redemption price is EUR 12.30 per Share (the "Redemption Price"),
which in M-reals view shall be considered as the fair value of the
Shares according to the Finnish Companies Act.
The Redemption Price corresponds to the consideration offered by the
Subsidiary in the mandatory redemption offer for Metsä Tissues
Shares announced on 14 February 2003 (the "Redemption Offer").
The volume weighted average share price paid for Metsä Tissue´s
Shares on the main list of the Helsinki Securities and Derivatives
Exchange, Clearing House Ltd. (the "Helsinki Exchanges") during the
past 12 months prior to the triggering of the redemption obligation
under Chapter 6, Section 6 of the Finnish Securities Market Act is,
the triggering deal excluded, EUR 9,81. The volume weighted average
share price paid for Metsä Tissue´s Shares on the main list of the
Helsinki Exchanges during the past 12 months prior to the triggering
of the redemption obligation under Chapter 6, Section 6 of the
Finnish Securities Market Act is, the triggering deal included, EUR
Transfer Tax and Payments
M-real will be responsible for possible transfer tax payable in
Finland deriving from the redemption of the Shares as well as for the
payments and charges arising from the book-entry registrations
carried out as a consequence of the redemption.
The background of this redemption claim has been presented in more
detail in the Redemption Offer Document of the Subsidiary, which is
available at the security offices of Osuuspankki and Okopankki Oyj
and at HEX Gate, Fabianinkatu 14, 00130 Helsinki.
In accordance with this redemption claim M-real will initiate
arbitration as provided in the Finnish Companies Act.
The shareholders of Metsä Tissue are requested to note, that the term
of acceptance (the "Redemption Term") of the Subsidiarys Redemption
Offer has started on 17 February 2003 and lasts until 17 March 2003
(16.30 oclock Finnish time), unless the Redemption Term is
continued. The shareholders of Metsä Tissue may, despite M-reals
redemption claim, accept the Subsidiarys Redemption Offer, if they
so wish, by acting in a way described in page 9 of the Redemption
Metsä Tissue will on basis of M-reals redemption claim file an
application to the District Court of Helsinki, Finland in which it
requests a trustee to be appointed in order to supervise the
interests of absent shareholders during the redemption and arbitral
procedures. According to the Finnish Companies Act the trustee is
entitled to agree on the redemption terms on behalf of unknown
shareholders and to represent all absent shareholders in the
arbitration mentioned in M-reals claim. The contact information of
the trustee is available to the shareholders at Metsä Tissue and the
Finnish Trade Register after the appointment of the trustee and the
registration of the appointment with the Trade Register have taken
For further information, please contact:
Veli-Matti Mynttinen, Executive Vice President, M-real Corporation,
tel. +358 10 469 4655, GSM +358 50 2895
THIS STOCK EXCHANGE RELEASE MUST NOT BE RELEASED OR DISTRIBUTED IN
WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA OR JAPAN.
Metsä Board is a leading European producer of premium fresh fibre paperboards including folding boxboards, food service boards and white kraftliners. Our lightweight paperboards are developed to provide better, safer and more sustainable solutions for consumer goods as well as retail-ready and food service applications. We work together with our customers on a global scale to innovate solutions for better consumer experiences with less environmental impact. The pure fresh fibres Metsä Board uses are a renewable resource, traceable to origin in sustainably managed northern forests.
The global sales network of Metsä Board supports customers worldwide, including brand owners, retailers, converters and merchants. In 2017, the company’s sales totalled EUR 1.8 billion, and it has approximately 2,350 employees. Metsä Board, part of Metsä Group, is listed on the Nasdaq Helsinki.