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 Groups 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 Authoritys 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 Groups 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 subscribers 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 Companys 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 shareholders 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 shareholders 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 nominees 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 holders 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 holders 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 shareholders or Warrant holders 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.