Stora Enso launches Exchange Offer for its 7.375% notes due 2011 and issuance of new notes
STORA ENSO OYJ Stock Exchange Release 14 March 2006 at 15.00
Stora Enso launches Exchange Offer for its 7.375% notes due 2011 and issuance of new notes Stora Enso Oyj announced today that it has commenced an offer to exchange any and all of the USD 750 000 000 aggregate principal amount of its 7.375% Notes Due 2011 (CUSIP No. 86210MAA4; ISIN No. US86210MAA45) (the old notes) for new fixed rate notes due 2016 (the new notes). The exchange offer is made solely by and upon the terms and subject to the conditions set forth in Stora Ensos Exchange Offering Memorandum, dated 14 March 2006 (the Offering Memorandum). This press release is neither an offer to purchase old notes nor a solicitation of an offer to sell new notes. The exchange offer will expire at midnight, New York City time, on 10 April 2006 (the expiration date), unless extended. Under the terms of the exchange offer, the new notes will bear interest at a fixed rate per annum equal to the sum of (a) the bid-side yield on the 4.5% US Treasury Note due 15 February 2016, as of 10:00 a.m., New York City time, on the second business day prior to the expiration date (the "pricing time"), and (b) 153 basis points. The total exchange price for the old notes will be calculated in the manner described in the Offering Memorandum using a discount rate equal to the sum of (i) the bid-side yield on the 4.50% US Treasury Note due 28 February 2011, at the pricing time, and (ii) 100 basis points. The total exchange price includes an early participation payment of USD 10 per USD 1 000 principal amount of old notes. The early participation payment will be paid in new notes and is only offered to holders who validly tender their old notes at or prior to 5:00 p.m., New York City time, on 27 March 2006 (the early participation date), and do not validly withdraw their tenders. Holders of existing notes who validly tender their notes after the early participation date but on or prior to the expiration date will receive the exchange offer consideration, which will equal the total exchange price minus the early participation payment. Old notes that are tendered before the early participation date may not be withdrawn after the early participation date, and old notes tendered after the early participation date may only be withdrawn at or prior to the expiration date. Stora Enso will not be required to accept old notes for exchange into new notes if less than USD 200 000 000 of old notes are validly tendered and not withdrawn at or prior to the expiration date. Stora Enso has also today announced that, subject to market conditions, it may, concurrently with this exchange offer, offer and sell additional notes for cash (the additional notes). Any such additional notes would be priced based on a book building process that will reflect market conditions. The new notes to be issued in the exchange offer and such additional notes are currently expected to have an aggregate principal amount of at least USD 500 000 000 and would constitute a single series of securities. The settlement for any additional notes would be at the same time as for the new notes. In addition, concurrently with the issuance of the additional notes, Stora Enso may issue a separate tranche of longer dated notes, the terms of which are yet to be determined, amounting to an aggregate principal amount expected to be approximately USD 250 000 000. The exchange offer is based on and subject to the conditions in the Exchange Offering Memorandum, dated 14 March 2006. The new notes, any additional notes and any longer dated notes have not been and will not be registered with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act. This offer is not being made in Italy and other restrictions apply including Belgium, France, Germany and UK. See the Exchange Offer Memorandum dated 14 March 2006 for details. Additional information concerning the exchange offer and copies of the Offering Memorandum and related documents may be obtained by contacting Global Bondholder Services Corporation, the information agent, tel. +1 866 488 1500. For further information, please contact: Markus Rauramo, Senior Vice President, Group Treasurer, tel. +44 20 7016 3250 Peter Nordquist, Vice President, Funding, tel. +44 20 7016 3266 www.storaenso.com www.storaenso.com/debt STORA ENSO OYJ p.p. Jussi Siitonen Jukka Marttila