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A letter of intent regarding Metsä-Botnia's new ownership structure

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Metsäliitto Group will focus even more clearly on selected core functions and
strengthen its operations in them by signing a letter of intent regarding the
divestment of its Uruguay-based function to UPM-Kymmene Oyj. In the same
connection, it was agreed that UPM will reduce its ownership in Metsä-Botnia to
approximately 17%, with the majority transferring to Metsäliitto. 

The Uruguay functions transaction included in the letter of intent include the
majority shares of the Fray Bentos pulp mill and the Forestal Oriental company,
which specialises in eucalyptus cultivation. Metsäliitto will also divest its
direct ownership of 5.5% in Uruguay functions. 

“The structural change work of Metsäliitto Group is progressing in a determined
manner. We will focus even more clearly on selected core functions and
strengthen our operations in them. The Fray Bentos pulp mill produces
eucalyptus pulp which is used as a raw material for fine paper. The divestment
of the Graphic Papers business, completed at the end of last year,
significantly decreased our need for this raw material. For the paper business,
we will continue the strategic review,” says Kari Jordan, President and CEO of
Metsäliitto Group. 

Prior to the share transaction, Metsä-Botnia's shares of ownership are as
follows: Metsäliitto Cooperative 23%, M-real 30% and UPM 47%. As a result of
the arrangement, Metsäliitto Cooperative will own about 53% of Metsä-Botnia,
and M-real around 30% and UPM around 17%. 

The arrangement's net effect on cash flow for Metsäliitto will be around EUR
100 million negative and it will increase the net debt around EUR 150 million.
As a result of the arrangement, M-real will receive a cash payment of around
EUR 300 million. 

In regard to their essential parts, the existing cooperation contracts will
remain valid as unchanged, even after the arrangement has been carried out, and
Metsä-Botnia will continue to act as a sales channel for the market pulp of
both UPM and M-real. Furthermore, it has been agreed in the letter of intent
that 77% of the Pohjolan Voima Oy shares owned by Metsä-Botnia will be sold to
UPM. 

Once the arrangement has been carried out, Metsä-Botnia will become a
subsidiary of Metsäliitto, and Metsä-Botnia's sales will be entirely
consolidated with the Group figures. The sales of Metsäliitto Group are on a
slight increase. The approximately 550 employees working in the Uruguay
functions will be transferred as part of the transaction as existing employees. 

The implementation of the arrangement requires the approval by both parties'
respective boards, signing of the actual contract, the conclusion of
negotiations carried out with financiers, and the approval by the competition
authorities. The final transaction is estimated to become final during the last
quarter of 2009. 

Together with UPM, Metsäliitto Group will arrange a press conference on the
matter in Finnish today at 15:30 Finnish time in Scandic Hotel Simonkenttä, at
the address Simonkatu 9 Helsinki, meeting room Mansku. The arrangement will be
introduced by Kari Jordan, President and CEO of Metsäliitto Group; and Jussi
Pesonen, President and CEO of UPM. 


Further information:

Esa Kaikkonen, General Counsel, Metsäliitto Group, tel. +358 10 465 4749
Anne-Mari Achrén, Group CCO, Metsäliitto Group, tel. +358 10 465 4541





                                            

                

            

        

    

    



    

        
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