M-REAL LAUNCHES A MANDATORY REDEMPTION O


M-real Corporation Stock Exchange Bulletin 14.2.2003 at 13.30 1(6)

M-REAL LAUNCHES A MANDATORY REDEMPTION OFFER FOR ALL ISSUED AND
OUTSTANDING SHARES AND WARRANTS IN METSÄ TISSUE

M-real Corporation, which together with its subsidiaries currently
owns 97,5 per cent of the shares of Metsä Tissue Corporation,
launches a mandatory redemption offer for all the remaining shares
and warrants of Metsä Tissue that are not already owned by M-real
Group. The redemption offer will be carried out through M-real Tissue
Oy (the “Offerorö), a wholly owned subsidiary of M-real. M-real
Group’s intention is to acquire full ownership of Metsä Tissue.

As announced on 20 January 2003, the redemption price is EUR 12.30 in
cash per each share. The redemption price for each A Warrant is EUR
0,58 in cash, for each B Warrant EUR 0,58 in cash and for each C
Warrant EUR 0,58 in cash. The Board of Directors of Metsä Tissue has
on 5 February 2003 decided to amend the restriction on transfer of C
Warrants so that the holders of such Warrants can accept the
redemption offer.

The acceptance period of the redemption offer will commence on 17
February 2003 and expire on 17 March 2003. The Offeror reserves the
right to extend the offer period.

The redemption offer document will be available in Finnish and in
English from 17 February 2003 onwards at the OKO Bank Group member
banks’ branches offering securities services and at HEX Gate,
Fabianinkatu 14, 00130 Helsinki. The redemption offer document will
be sent to all shareholders of Metsä Tissue who have been directly
registered in the shareholders’ register maintained by the Finnish
Central Securities Depository on or about 12 February 2003. The
account operators and asset managers will send to the shareholders
that are their customers an acceptance form together with
instructions, if so has been agreed upon with the relevant
shareholder. The acceptance forms are also available from the OKO
Bank Group member banks’ branches offering securities services. The
acceptance form together with instructions and the redemption offer
document will be sent to all warrant holders.

In accordance with the recommendation included in the Financial
Supervision Authority’s statement K/44/2002 the Board of Directors of
the Offeror has asked the Board of Directors of Metsä Tissue to give
a public statement on the redemption offer. The Board of Directors of
Metsä Tissue has, however, been of the opinion that such a public
statement is not justifiable in the present situation considering M-
real Group’s current ownership in the company, the small number of
shareholders, the costs to the company resulting from a public
statement and other related issues.

The terms and conditions of the redemption offer in their entirety
are attached to this stock exchange release.

THIS STOCK EXCHANGE RELEASE MUST NOT BE RELEASED OR DISTRIBUTED IN
WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA OR JAPAN. THE
REDEMPTION OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND THE REDEMPTION
OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS ARE NOT AND MAY NOT BE
DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE REDEMPTION
OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY
USE OF THE MAILS OF, OR BY ANY MEANS OF INSTRUMENTALITY (INCLUDING,
WITHOUT LIMITATIONS, MAIL, FACSIMILE TRANSMISSION, E-MAIL OR
TELEPHONE) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF
A NATIONAL SECURITIES EXCHANGE OF THE UNITED STATES, CANADA OR JAPAN
AND THE REDEMPTION OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR
INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA OR JAPAN.


ENCLOSURE 1: The terms and conditions of the redemption offer

TERMS AND CONDITIONS OF THE REDEMPTION OFFER
The following sets forth the terms and conditions of the Redemption
Offer. Capitalized terms appearing in these terms and conditions of
the Redemption Offer that are not defined in this section 2 have the
meanings ascribed to such terms in the preceding sections of this
Redemption Offer Document.

Object of the Redemption Offer

Shares

Through the Redemption Offer, the Offeror offers to redeem all the
issued and outstanding Shares in the Company on the terms and subject
to the conditions set forth below.

Warrants

Through the Redemption Offer, the Offeror offers to redeem all the
Warrants of the Company on the terms and subject to the conditions
set forth below.

Should holders of Warrants subscribe for new shares in the Company in
accordance with the terms and conditions of such Warrants before the
expiry of the Offer Period or, if the Offer Period has been extended,
before the expiry of the extended Offer Period, such holder may
tender the new shares in the Company subscribed for by virtue of such
Warrants in the Redemption Offer after the new shares in the Company
have been registered in the subscriber’s book-entry account.

The Board of Directors of the Company has by its resolution passed on
February 5, 2003 amended the restriction on the transfer of the C
Warrants under the terms and conditions of the Warrants to the extent
that the relevant holders of C Warrants could tender such Warrants in
the Redemption Offer. The resolution by the Board of Directors does
not otherwise change the terms and conditions of the Warrants, and
Warrant holders shall, pursuant to the decision by the Board of
Directors of the Company, not have the right to transfer such
Warrants before the commencement of the relevant subscription period
otherwise than by tendering them in the Redemption Offer.

Under the terms and conditions of the Warrants, should a holder of
Warrants cease to be employed by or in the service of the Metsä
Tissue Group for any other reason than retirement or death, such
holder shall without delay offer to the Company free of charge any
Warrants for which the share subscription period under the terms and
conditions of the Warrants had not begun at the last day of such
holder's employment. The amendment to the restriction on the transfer
of the C warrants referred to above does not cover Warrants that,
pursuant to their terms and conditions, have been or shall be offered
to the Company free of charge prior to the expiry of the Offer Period
or, if the Offer Period has been extended, before the expiry of the
extended Offer Period, unless otherwise decided by the Company.

Offer Price

The Share Offer Price for each Share validly tendered for redemption
in accordance with the terms and conditions of the Redemption Offer
is EUR 12.30 in cash.

The Warrant Offer Price for each Warrant validly tendered for
redemption in accordance with the terms and conditions of the
Redemption Offer is

EUR 0,58 in cash for each A Warrant;
EUR 0,58 in cash for each B Warrant; and
EUR 0,58 in cash for each C Warrant.

The share subscription period under A Warrants began on April 1, 2001
and under B Warrants on April 1, 2002. The share subscription period
under C Warrants begins on April 1, 2003. The share subscription
period under all Warrants ends on April 30, 2004. Each Warrant
entitles its holder to subscribe one share in the Company for a share
subscription price of EUR 12.61 per share.

Offer Period

The Offer Period commences on February 17, 2003 at 9.30 a.m. (Finnish
time) and expires on March 17, 2003 at 4.30 p.m. (Finnish time),
unless the Offer Period is extended as set forth below.

The Offeror reserves the right to extend the Offer Period by giving
notice thereof not later than on the first Finnish business day
following the expiry of the Offer Period or any extended Offer
Period. The Offer period may be extended by the Offeror to expire on
May 19, 2003 at the latest.

Acceptance Procedure of the Redemption Offer

Opstock is responsible for carrying out the Redemption Offer and the
sale and purchase of Shares and Warrants in connection with the
Redemption Offer.

Shareholders

The book-entry account operators and asset managers will send a
notification of the Redemption Offer, including instructions and the
relevant acceptance form, to their customers who are on or about
February 12, 2003 registered as shareholders in the Company’s
shareholders’ register maintained by the Finnish Central Securities
Depository Ltd. (“FCSDö), if so agreed between the account operator
or the asset manager and the shareholder or otherwise. The acceptance
forms are also available from the OKO Bank Group member banks’
branches offering securities services.

A shareholder in the Company who is directly registered in the
shareholders’ register of the Company and who wishes to accept the
Redemption Offer shall submit the properly completed and duly
executed acceptance form to the account operator or asset manager
managing the shareholder's book-entry account in accordance with
their instructions or in the case that such account operator or asset
manager does not accept acceptance forms, to the OKO Bank Group
member banks’ branches offering securities services. The acceptance
form shall be submitted so that it is received during the Offer
Period or, if the Offer Period has been extended, during such
extended Offer Period, always in accordance with the instructions of
the relevant account operator or asset manager. The method of
delivery of acceptance forms is at the shareholder’s option and risk
and the delivery will be deemed made only when actually received by
such account operator or asset manager or the OKO Bank Group member
banks’ branch offering securities services.

By accepting the Redemption Offer, the shareholders in the Company
authorize Opstock as the arranger of the Redemption Offer and/or the
account operator or asset manager managing the shareholder’s book-
entry account to sell the Shares to the Offeror pursuant to the terms
and conditions of the Redemption Offer.

A shareholder may accept the Redemption Offer only unconditionally
and in relation to all the Shares held by such shareholder. Any
partial or conditional tender of Shares may be rejected by the
Offeror. The acceptance of the Redemption Offer is irrevocable. The
acceptance is irrevocable also in the event that the Offer Period is
extended.

A shareholder in the Company whose shareholdings are registered in
the name of a nominee and who wishes to accept the Redemption Offer
shall effect such acceptance in accordance with the nominee’s
instructions.

Pledged Shares may only be tendered for redemption with the consent
of the relevant pledgee.
A shareholder who has validly accepted the Redemption Offer may not
sell or otherwise dispose of the Shares tendered for redemption.

Warrant holders

Opstock will send a notification of the Redemption Offer, including
instructions and the relevant acceptance form, to all Warrant
holders. The acceptance forms are also available from OKO Bank Group
member banks’ branches offering securities services.

Warrant holders who wish to accept the Redemption Offer must submit
the properly completed and duly executed acceptance form to Opstock.
The acceptance form shall be submitted so that it is received by
Opstock during the Offer Period or, if the Offer Period has been
extended, during such extended Offer Period. The method of delivery
of acceptance forms is at the Warrant holder’s option and risk and
the delivery will be deemed made only when actually received by
Opstock.

By accepting the Redemption Offer, a Warrant holder authorizes
Opstock as the arranger of the Redemption Offer to sell the Warrants
to the Offeror pursuant to the terms and conditions of the Redemption
Offer.

A Warrant holder may accept the Redemption Offer only unconditionally
and in relation to all Warrants held by such Warrant holder. Any
partial or conditional tender of such Warrants may be rejected by the
Offeror. The acceptance of the Redemption Offer is irrevocable. The
acceptance is irrevocable also in the event that the Offer Period is
extended.

Pledged Warrants may only be tendered for redemption with the consent
of the relevant pledgee.

A Warrant holder who has validly accepted the Redemption Offer may
not sell or otherwise dispose of the Warrants tendered for
redemption.

Validity of the tender for securities

The Offeror reserves the right to reject any and all tender of Shares
or Warrants that it determines are not in proper form or the
acceptance of which may be unlawful in any jurisdiction. No tender of
Shares or Warrants will be deemed to have been validly made until all
defects and irregularities in tenders of such securities have been
cured or waived. Neither the Offeror, Opstock or any other book-entry
account operator or asset manager nor any other person will be under
any duty to give notification of any defects or irregularities in the
tender of Shares or Warrants nor will any of them incur any liability
for failure to give any such notification.

Announcement of the Result of the Redemption Offer

The Offeror will announce the result of the Redemption Offer as
promptly as possible, however not later than on the third (3) Finnish
business day after the expiry of the Offer Period or, if the Offer
Period has been extended, after the expiry of the extended Offer
Period.

Terms of Payment and Settlement

Shareholders

The sale and purchase of the Shares validly tendered for redemption
will be executed not later than on or about the third (3) Finnish
business day after the duly completed acceptance form has been
received. The sale and purchase of the Shares will take place on the
Helsinki Exchanges if permitted by the rules of the Helsinki
Exchanges.

The settlement will be effected and payment of the Share Offer Price
will be made into the bank account connected to the shareholders’
book-entry account or, in the case of shareholders whose holdings are
registered in the name of a nominee, into the bank account specified
in the acceptance form, against the transfer of the Shares on or
about the third (3) Finnish business day following the execution of
the sale and purchase. If the bank account of a tendering shareholder
is with a different banking institution than such holder’s book-entry
account, receipt of the Share Offer Price may be delayed by up to
approximately two (2) Finnish business days, in accordance with the
schedule of money transactions between banking institutions.

The Offeror reserves the right to postpone the payment of the Share
Offer Price if payment is prevented or suspended due to a force
majeure event, but shall immediately effect such payment once the
force majeure event preventing or suspending payment is resolved.

Warrant holders

Settlement instructions for Warrant holders will be provided
separately.

Transfer of Ownership

Title to the Shares and Warrants validly tendered in the Redemption
Offer will pass to the Offeror against the payment of the Share Offer
Price or the Warrant Offer Price by the Offeror to the tendering
shareholder or Warrant holder.

Transfer Tax and Other Payments

The Offeror will be responsible for Finnish transfer tax, if any,
payable on the sale and purchase of the Shares and Warrants (see
“Taxationö).

Possible fees charged by book-entry account operators, in accordance
with their agreement with the shareholder or Warrant holder, relating
to the transfer of the Shares or Warrants from the shareholder’s or
Warrant holder’s book-entry account, as well as fees charged by book-
entry account operators, asset managers, nominees or any other person
for registering the release from pledges or other possible
restrictions preventing a sale of the relevant Shares or Warrants,
will be borne by each shareholder or Warrant holder. The Offeror
shall be responsible for other customary fees relating to book-entry
registrations required for purposes of the Redemption Offer, the sale
and purchase of the Shares and Warrants tendered under the Redemption
Offer or the payment of the Share Offer Price or the Warrant Offer
Price.

Other Issues

The Offeror shall decide on all other issues relating to the
Redemption Offer.

The Redemption Offer is not being made directly or indirectly in any
jurisdiction where prohibited by applicable law and this Redemption
Offer Document and related acceptance forms are not and may not be
distributed, forwarded or transmitted into or from any jurisdiction
where prohibited by applicable law. In particular, the Redemption
Offer is not being made, directly or indirectly, in or into, or by
use of the mails of, or by any means of instrumentality (including,
without limitations, mail, facsimile transmission, e-mail or
telephone) of interstate or foreign commerce of, or any facilities of
a national securities exchange of the United States, Canada or Japan
and the Redemption Offer cannot be accepted by any such use, means or
instrumentality or from within the United States, Canada or Japan.


About Us

Metsä Boardwww.metsaboard.com Metsä Board is a leading European producer of premium fresh fibre paperboards and forerunner in sustainability. We produce premium lightweight folding boxboards, food service boards and white kraftliners for consumer goods packaging 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. We aim for completely fossil-free mills and raw materials by 2030. The global sales network of Metsä Board supports customers worldwide, including brand owners, retailers, converters and merchants. In 2019, the company’s sales totalled EUR 1.9 billion, and it has approximately 2,400 employees. Metsä Board, part of Metsä Group, is listed on the Nasdaq Helsinki.

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