Munksjö and Ahlstrom complete the combination of Munksjö AB and Ahlstrom’s Label and Processing business in Europe

Munksjö Oyj, Stock Exchange Release, 24 May 2013 at 12.00 CET

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.

Munksjö Oyj has today completed the  first phase of the combination of Munksjö AB and Ahlstrom’s Label and Processing business in Europe. The combination makes Munksjö Oyj a global leader in high-quality specialty papers with combined pro forma net sales of EUR 1.2 billion. Munksjö Oyj will have approximately 3 000 employees and 15 production sites. The trading with Munksjö’s shares is expected to commence on or about 7 June 2013.

Execution of the first phase of the combination

The Board of Directors of Munksjö Oyj and Ahlstrom Corporation have today resolved to execute the demerger of Ahlstrom’s Label and Processing business in Europe and notify it for registration with the Finnish Trade Register on 27 May 2013. The number of shares issued as demerger consideration to Ahlstrom’s shareholders will be determined when the trading has closed for today.

Munksjö Oyj’s Board of Directors has also today resolved, based on the authorisation by the shareholders of Munksjö Oyj on 13 May 2013 and as part of the completion of the first phase of the transaction, to issue in the aggregate 12,306,807 new shares to the shareholders of Munksjö AB against the transfer of all of the shares in Munksjö AB to the company (share exchange). The subscription price of the new shares amounted in the aggregate to EUR 106,383,232.09, whereof EUR 14,920,000.00 will be recorded in the company’s share capital and EUR 91,463,232.09 in the reserve for the invested unrestricted equity of the company.

Further, the Board of Directors of Munksjö Oyj has today resolved, based on the same authorisation and as part of the completion of the first phase of the transaction, to issue in the aggregate 14,865,357 new shares to Ahlstrom Corporation, Munksjö Luxembourg Holding S.à r.l. (EQT), Munksjö AB, Varma Mutual Pension Insurance Company and Ilmarinen Mutual Pension Insrurance Company. The subscription price of the new shares amounted in the aggregate to approximately EUR 128.5 million, which will be recorded in the reserve for the invested unrestricted equity of the company.

Registration of new shares and next phase

The new shares issued by Munksjö Oyj in the LP Europe demerger as demerger consideration to Ahlstrom’s shareholders and in the other share issues are expected to be registered with the Finnish Trade Register on 27 May 2013. Munksjö Luxembourg Holding S.à r.l. (EQT) will hold approximately 32.1 per cent of the shares and votes and Ahlstrom Corporation approximately 23.4 per cent of the shares and votes in Munksjö Oyj following the registration of the new shares. The new shares carry a right to dividend and other shareholder rights as from their registration with the Finnish Trade Register.

The completion of the second phase of the combination, i.e. the demerger of Ahlstrom’s Label and Processing business in Brazil (Coated Specialties), is expected to take place by the end of 2013.

Pro forma key financials for Munksjö Oyj

Complete pro forma financials have been published in the listing prospectus published on 20 May, 2013, available on Munksjö’s website at www.munksjo.com.

Munksjö Oyj

For more information:

Jan Åström, President and CEO, tel. +46 10 250 1001
Åsa Fredriksson, SVP HR and Communications, tel. +46 10 250 1003
Laura Lindholm, Investor Relations Manager, tel. +46 10 250 1026
 

Disclaimer

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.