Neles Corporation comments on Valmet Corporation's merger proposal
Neles Corporation Stock Exchange Release 12 October 2020 at 9:30 a.m.
Neles Corporation ("Neles") refers to the stock exchange release published by it on 29 September 2020 regarding Valmet Corporation's ("Valmet") proposal to Neles' Board of Directors to start discussions on a potential merger (the "Proposal"). The Board of Directors of Neles has carefully assessed the Proposal and, taking into account that the public tender offer by Alfa Laval AB (publ) (the "Tender Offer") is expected to expire on 22 October 2020, has urgently sought clarifying information on the Proposal. However, as the Board of Directors of Neles has not received requisite information, it cannot confirm that Valmet’s proposal could be in the best interest of shareholders when compared with the currently ongoing Tender Offer. Valmet has not provided e.g. an indicative proposal for an exchange ratio for the merger. As Valmet's approach does not enable a meaningful comparison of the Proposal with the Tender Offer made at attractive valuation fully in cash, the recommendation by the Board of Directors of Neles published on 12 August 2020 regarding the Tender Offer made by Alfa Laval remains in place.
Board members Niko Pakalén and Petter Söderström have not participated in the decision-making by the Board regarding Valmet's Proposal.
Jukka Moisio, Chair of the Board of Directors of Neles Corporation:
“Neles’ Board continues to recommend that the company’s shareholders accept the public cash tender offer by Alfa Laval. At the end of September, Valmet made a proposal to Neles’ Board on a merger between Valmet and Neles. Since then, we’ve worked tirelessly in accordance with our duty of care and duty of loyalty under the Companies Act to build a dialogue and to clarify Valmet’s approach. Despite our efforts, there is no concrete proposal from Valmet’s Board of Directors available to Neles which we could fairly assess from the perspective of Neles’ shareholders. Naturally, the current situation has no impact on Neles’ daily operations, which continue as usual in this fine company.”
Board of Directors
Jukka Moisio, Chair of the Neles’ Board of Directors
Rita Uotila, Vice President, Investor Relations, Tel. +358 400 954141, E-mail: firstname.lastname@example.org
Neles is one of the leading providers of mission-critical flow control solutions and services for process industries. With our global team of experts and innovative solutions, we help our customers to improve their process performance and ensure safe flow of materials. Neles is listed on the Nasdaq Helsinki in Finland and had sales of about EUR 660 million in 2019. Neles employs about 2,900 people in around 40 countries. Neles was created in the partial demerger of Metso Corporation, and trading in Neles stock started on July 1, 2020.