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Munksjö Oyj publishes a prospectus related to the demerger of Ahlstrom’s Label and Processing business in Brazil

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MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE

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.


The Finnish Financial Supervisory Authority has today approved the Finnish language version of the summary and securities note prepared by the company for the issue of shares in connection with the demerger of Ahlstrom Corporation’s Label and Processing business in Brazil (Coated Specialties). The summary and securities note together with the registration document published on 16 November, 2012 forms the company’s prospectus for the shares issued as demerger consideration.

The demerger is part of the process through which Munksjö AB and Ahlstrom's Label and Processing business will be combined. According to the demerger plan, all assets and liabilities that belong to Coated Specialties will be transferred to Munksjö Oyj through a partial demerger. Munksjö Oyj’s and Ahlstrom Corporation's Board of Directors signed a new demerger plan related to Coated Specialties on 13 May, 2013 and cancelled the previous demerger plan. The previous demerger plan was cancelled as not all the relevant regulatory approvals were received before the expiration of the decision made by Ahlstrom's Extraordinary General Meeting on 27 November, 2012. Ahlstrom Corporation has convened an Extraordinary General Meeting on 4 July, 2013 to approve the demerger of Coated Specialties and the execution of the demerger is expected to take place by the end of 2013.

T
he prospectus contains the following previously unpublished information:

As trading in Munksjö's shares has commenced on the Helsinki Stock Exchange, the preliminary fair value of the consideration transferred for Coated Specialties has been updated in the pro forma financials to correspond to the quoted market price of Munksjö’s share as at 11 June, 2013 (EUR 6.10). Based on this share price the preliminary fair value of the consideration transferred amounts to EUR 75.0 million whereas the preliminary fair value previously disclosed amounted to EUR 112.4 million. The difference of EUR 37.4 million has been recorded as a decrease in goodwill and in equity. The final consideration transferred for Coated Specialties will be based on the quoted market price of the Munksjö share when the demerger is executed and thus the final value of the consideration transferred and goodwill related thereto, remain subject to change.

The Finnish language version of the prospectus together with an unofficial English language translation will be available on Munksjö's website at www.munksjo.com as of 1 July, 2013, at the latest.

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.


 

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