M-real has announced its mandatory redemption offer for Metsä Tissue
M-REAL HAS ANNOUNCED ITS MANDATORY REDEMPTION OFFER FOR METSÄ TISSUE M-real Corporation has today made the following announcement to Metsä Tissue Corporation regarding its intention to launch a mandatory redemption offer for all issued and outstanding shares and warrants in Metsä Tissue Corporation. 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 "Offeror"), 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 M-real Corporation's stock exchange release. Metsä Tissue Corporation Board of Directors 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. Metsä Tissue Corporation Corporate Communications Johanna Kankkunen Communications Manager DISTRIBUTION HEX/Helsinki Exchanges Key media ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2003/02/14/20030214BIT00850/wkr0001.doc http://www.waymaker.net/bitonline/2003/02/14/20030214BIT00850/wkr0002.pdf