M-REAL TO EXERCISE ITS RIGHT TO REDEEM A
Metsä Tissue Corp. Stock Exchange Release 3.3.2003 at 4.25 pm
M-REAL TO EXERCISE ITS RIGHT TO REDEEM ALL REMAINING SHARES IN
METSÄ TISSUE
M-real Oyj (öM-realö), together with its wholly owned subsidiary, M-
real Tissue Oy (the "Subsidiary"), holds more than nine tenths
(9/10) of the shares and votes in Metsä Tissue Oyj ("Metsä
Tissue"). As a consequence of the exceeding of said threshold, Mreal
has the right, based on Chapter 14, Section 19 of the Finnish
Companies Act, to redeem the shares held by other shareholders in
Metsä Tissue at fair value. The current holding (3 March at 2 pm) of
M-real and the Subsidiary in Metsä Tissue is 29.518.952 shares
corresponding to 98.40 per cent of all the shares and votes in Metsä
Tissue. M-real has notified Metsä Tissue that it will exercise its
redemption right under the Finnish Companies Act to redeem the
shares held by the remaining shareholders in Metsä Tissue. M-reals
claim based on the redemption right is the following:
The redemption price of the shares is EUR 12.30 per Share (the
"Redemption Price"), which in M-reals view shall be considered as
the fair value of the Shares according to the Finnish Companies Act.
The Redemption Price corresponds to the consideration offered by the
Subsidiary in the mandatory redemption offer for Metsä Tissues
Shares announced on 14 February 2003 (the "Redemption Offer").
The volume weighted average share price paid for Metsä Tissue´s
Shares on the main list of the Helsinki Securities and Derivatives
Exchange, Clearing House Ltd. (the "Helsinki Exchanges") during the
past 12 months prior to the triggering of the redemption obligation
under Chapter 6, Section 6 of the Finnish Securities Market Act is,
the triggering deal excluded, EUR 9,81. The volume weighted average
share price paid for Metsä Tissue´s Shares on the main list of the
Helsinki Exchanges during the past 12 months prior to the triggering
of the redemption obligation under Chapter 6, Section 6 of the
Finnish Securities Market Act is, the triggering deal included, EUR
11,71.
M-real will be responsible for possible transfer tax payable in
Finland deriving from the redemption of the Shares as well as for
the payments and charges arising from the book-entry registrations
carried out as a consequence of the redemption.
The background of this redemption claim has been presented in more
detail in the Redemption Offer Document of the Subsidiary, which is
available at the security offices of Osuuspankki and Okopankki Oyj
and at HEX Gate, Fabianinkatu 14, 00130 Helsinki.
In accordance with this redemption claim M-real will initiate
arbitration as provided in the Finnish Companies Act.
The shareholders of Metsä Tissue are requested to note, that the
term of acceptance (the "Redemption Term") of the Subsidiarys
Redemption Offer has started on 17 February 2003 and lasts until 17
March 2003 (16.30 oclock Finnish time), unless the Redemption Term
is continued. The shareholders of Metsä Tissue may, despite M-reals
redemption claim, accept the Subsidiarys Redemption Offer, if they
so wish, by acting in a way described in page 9 of the Redemption
Offer Document.
Metsä Tissue will on basis of M-reals redemption claim file an
application to the District Court of Helsinki, Finland in which it
requests a trustee to be appointed in order to supervise the
interests of absent shareholders during the redemption and arbitral
procedures. According to the Finnish Companies Act the trustee is
entitled to agree on the redemption terms on behalf of unknown
shareholders and to represent all absent shareholders in the
arbitration mentioned in M-reals claim. The contact information of
the trustee is available to the shareholders at Metsä Tissue and the
Finnish Trade Register after the appointment of the trustee and the
registration of the appointment with the Trade Register have taken
place.
THIS STOCK EXCHANGE RELEASE MUST NOT BE RELEASED OR DISTRIBUTED IN
WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA OR JAPAN.
METSÄ TISSUE OYJ
Corporate Communications
Lilli Nyman
Communications Specialist
For more information:
Timo Suuriniemi, Chief Financial Officer,
tel. +358 10 469 4580, gsm +358 50 560 8271
Distribution:
HEX/Helsinki Exchanges
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