M-REAL SELLS 9% OF METSÄ-BOTNIAS SHARES TO METSÄLIITTO FOR EUR 240
MILLION, AND REJECTS UPM-KYMMENES OFFER FOR METSÄ-BOTNIA SHARES
M-real will book a gain of approximately EUR 135 million from the
On the basis of a proposal by a committee of the members of the board
who are independent of parent company Metsäliitto, the Board of
Directors of Metsäliitto Group subsidiary M-real Corporation has
decided today to sell 9% of Metsä-Botnias shares to Metsäliitto, and
to reject UPM-Kymmenes EUR 500 million offer to buy 15% of Metsä-
Botnias shares. Metsäliitto is paying EUR 240 million in cash for
the shares, and M-real will book a capital gain of approximately EUR
135 million from the transaction.
The sale of Metsä-Botnia shares to Metsäliitto is part of M-reals
restructuring programme that was announced on 18 October 2006. The
transaction will enable us to proceed swiftly with the restructuring
programme. The other options could have significantly delayed the
programme because of the competition authorities approvals and
contractual negotiations. The sale will significantly strengthen M-
reals balance sheet and financial position. It will have a positive
impact of about 20 percentage points on M-reals gearing, says Mikko
Helander, CEO of M-real.
On 9.11.2006 UPM-Kymmene, too, announced an offer to buy Metsä-Botnia
shares owned by M-real. The UPM offer concerned 15% of the shares of
Metsäliitto Group subsidiary Metsä-Botnia and included a premium for
control, because acceptance of the offer would have given control of
Metsä-Botnia to UPM.
The committee of members of M-reals Board of Directors who are
independent of the parent company Metsäliitto evaluated the offers
and considered that it is in the interest of the company and all its
shareholders to accept the offer from Metsäliitto. M-reals Board of
Directors based its decision on the committees proposal.
It was difficult to compare the offers on the same basis, because
the offers concerned different numbers of Metsä-Botnia shares and
UPMs offer involved a premium for control. From M-reals point of
view, approval of UPMs offer would have resulted in significant
operational and strategic problems and uncertainty factors. The
transfer of control to a competitor would have led to a problematic
situation, particularly with regard to M-reals mills in Kaskinen,
Kemi, Joutseno and Äänekoski, as these mills are integrated with
Metsä-Botnias production plants, says Kim Gran, President and CEO
of Nokian Tyres, who chaired the independent committee.
UPMs offer involved considerable legal uncertainties as well -
particularly from the point of view of competition law.
Correspondence with UPM also shows that approval of their offer would
have required changing the agreements that guide Metsä-Botnias
operations, and this was not possible. In addition, the sale that UPM-
Kymmene proposed would not have been in accordance with M-reals
strategic interests, Kim Gran explains.
The Boards decision to sell 9% of Metsä-Botnias shares at a price
of EUR 240 million is supported by a fairness opinion from the
JPMorgan investment bank, according to which the price paid to M-real
is fair financially to the shareholders of M-real. JPMorgans sole
role was to conduct the valuation of Metsä-Botnia and to provide a
fairness opinion relating to the sale that has now been finalised.
Roschier Attorneys Ltd acted as the committees legal adviser.
Mikko Helander, CEO, M-real, tel. +358 10 469 4300
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.
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