Metso Corporation Stock Exchange Release October 29, 2004 at 9.00 a.m. 1(3)
Metso Corporation is offering to exchange any and all of its Eurobond 6.25 per
cent Notes due 2006 (the 'Existing Notes'), for Euro denominated Fixed Rate Notes
due 2011 (the 'New Notes').
This transaction demonstrates the Company's commitment to managing its debt
portfolio with a long-term view. Through the exchange, Metso aims to lengthening
its debt maturity profile, while offering investors an opportunity to stay
invested in the Company's longer-dated credit. The transaction will also further
reduce the refinancing requirements for 2006.
Metso is committed to improving its credit profile and has already taken a number
of active restructuring steps during 2003 and 2004 to improve its operating
performance. Whilst the restructuring has had a short-term negative financial
impact the target has been to create a sustainable profitability improvement. The
positive impacts of the actions taken are already visible in most of Metso's
business areas. In addition, the recent divestment of its compaction and paving
equipment business, Dynapac, decreased the Company's gearing by approximately 27
percentage points and hence significantly strengthened Metso's balance sheet.
Holders are offered the opportunity to offer to exchange any and all of their
holdings in the Existing Notes at the following indicative spread range. Initial
price communication on the New Notes will commence on 3 November, 2004.
Bond Reference Rate Exchange Spread
EUR 500mn 6.25% due 11 OBL 4.5% due 18 August 0.60% - 0.50%
Dec., 2006 (of which EUR 2006 #138
412 mn is outstanding)
The Exchange Offer is conditional on valid acceptances being received from
holders of Existing Notes representing, in aggregate, a minimum of EUR 175 mn of
the aggregate principal amount of the Existing Notes. The Company may issue on
the Settlement Date additional notes off the Programme, which shall be fungible
with the New Notes and listed on the Luxembourg Stock Exchange. The sum of the
Additional Notes and the New Notes will be targeted to a size of EUR 250mn.
The anticipated transaction timetable is summarized below. The exchange will be
executed via the relevant clearing systems. All information, as well as a full
description of the conditions of the offer is more fully described in the
Exchange Offer Memorandum.
October 29, 2004 Announcement of Exchange Offer
November 8, 2004 Announcement of Final Fixed Spreads
November 11, 2004, at 3pm Expiration of Exchange Offer
November 12, 2004, at 1pm Exchange Pricing
November 19, 2004 Expected Settlement of Exchange Offer
Deutsche Bank and Merrill Lynch are acting as Dealer Managers in this
transaction. Citibank, Nordea and Skandinaviska Enskilda Banken are acting as Co-
Dealer Managers. Citibank is acting as Exchange Agent.
Metso Corporation is a global supplier of process industry machinery and systems,
as well as know-how and aftermarket services. The Corporation's core businesses
are fiber and paper technology (Metso Paper), rock and mineral processing (Metso
Minerals) and automation and control technology (Metso Automation). In 2003, the
net sales of Metso Corporation were EUR 4.3 billion. Metso has approximately
23,000 employees in over 50 countries. Metso Corporation is listed on the
Helsinki and New York Stock Exchanges.
For further information:
Pekka Hölttä, Senior Vice President, Corporate Treasurer, Metso Corporation, tel.
+358 204 84 3195
Eeva Mäkelä, Vice President, Investor Relations, Metso Corporation, tel. +358 204
Further details on the transactions can be obtained from:
Deutsche Bank AG London Merrill Lynch International
Liability Management Group Liability Management Group
Tel: +44 (0)20 7545 8011 Tel: +44 (0)20 7995 3715
Exchange Agent Luxembourg Exchange Agent
Citibank, N.A. Dexia
Tel: +44 (0)20 7508 3867 Tel: +352 4590 1
This announcement is not for distribution in the US, Italy, Spain, Canada,
Australia or Japan. The Exchange Offer is restricted by the laws of the US,
Spain, Italy, France, the United Kingdom, Belgium and Germany, as described
This press release does not constitute, or form part of, any solicitation of any
offer or invitation to sell any securities in any jurisdiction nor shall it (or
any part of it), or the fact of its distribution, form the basis of or be relied
on in connection with any contract therefore. No indications of interest in the
solicitation of offers to sell are sought by this press release. The Exchange
Offer is not made to, and any offers will not be accepted from, or on behalf of,
holders of Existing Notes in any jurisdiction in which the making of the Exchange
Offer will not be in compliance with the laws or regulations of such
Neither this Announcement nor the Exchange Offer Memorandum constitutes an
invitation to participate in the Exchange Offer in any jurisdiction in which, or
to or from any person to or from whom, it is unlawful to make such invitation
under applicable securities laws. The distribution of this Announcement or the
Exchange Offer Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this Announcement or the Exchange Offer Memorandum
come are required by each of the Company, the Dealer Managers and the Exchange
Agents to inform themselves about, and to observe, any such restrictions.
United States. The Exchange Offer is not being made and will not be made directly
or indirectly in, or by use of the mails of, or by any means or instrumentality
of interstate or foreign commerce of, or any facilities of a national securities
exchange of, the United States of America. This Announcement, the Exchange Offer
Memorandum and any related offering documents may not be sent or given to a
person in the United States of America. Each holder of Existing Notes
participating in this Exchange Offer will represent that it is not located in the
United States of America and is not a U.S. Person (within the meaning of
Regulation S of the Securities Act) and is not giving an order to participate in
the Exchange Offer from the United States of America or on behalf of a U.S.
Spain. The Exchange Offer is not available to any resident of Spain.
Accordingly, residents of Spain may not submit for exchange the Existing Notes in
the Exchange Offer nor may the New Notes be offered, sold or delivered in Spain
and neither may this Announcement nor any other offering material relating to the
Exchange Offer, the Existing Notes or the New Notes be distributed or made
available in Spain.
Italy. The Exchange Offer is not being made in the Republic of Italy and has not
been submitted to the clearance procedure of Commissione Nazionale per le Società
e la Borsa (CONSOB) or the Bank of Italy pursuant to Italian laws and
regulations. Accordingly, holders of Existing Notes are hereby notified that, to
the extent such holders are Italian residents or persons located in the Republic
of Italy, the Exchange Offer is not available to them and they may not submit for
exchange the Existing Notes in the Exchange Offer nor may the New Notes be
offered, sold or delivered in the Republic of Italy and, as such, any acceptances
received from such persons shall be ineffective and void, and neither may this
Announcement nor any other offering material relating to the Exchange Offer, the
Existing Notes or the New Notes be distributed or made available in the Republic
This press release does not constitute a public offer or solicitation
("démarchage") under French laws and regulations, in the Republic of France.
There are selling restrictions on the Exchange Offer in the United Kingdom,
Belgium and Germany
This Announcement or any other offering material relating to the Exchange Offer
does not constitute an offer to buy or the solicitation of an offer to sell the
Existing Notes and/or New Notes in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the securities, blue sky
or other laws require the Exchange Offer to be made by a licensed broker or
dealer, the Exchange Offer shall be deemed to be made on behalf of the Dealer
Managers or one or more registered brokers or dealers licensed under the laws of
Neither the delivery of this Announcement or any other offering material relating
to the Exchange Offer nor any purchase of Existing Notes shall, under any
circumstances, create any implication that the information contained herein is
current as of any time subsequent to the date of such information or that there
has been no change in the information set out in it or in the affairs of the
Company since the date of the Exchange Offer Memorandum.
Olli Vaartimo Pekka Hölttä
Executive Vice President and CFO Senior Vice President,
New York Stock Exchange
Metso is a world-leading industrial company offering equipment and services for the sustainable processing and flow of natural resources in the mining, aggregates, recycling and process industries. With our unique knowledge and innovative solutions, we help our customers improve their operational efficiency, reduce risks and increase profitability. Metso employs over 14,000 people in more than 50 countries.