Prospectus on merger between OM and HEX

PROSPECTUS ON MERGER BETWEEN OM AND HEX On May 20, 2003, OM AB (publ) ("OM") and HEX Plc ("HEX") announced plans to merge. Today, the Board of Directors of OM has approved a prospectus (the "Prospectus") setting forth the terms and conditions of the offer (the "Offer") being made to the shareholders and warrant holders of HEX through which the combination between OM and HEX will be effected. The Prospectus has today been approved as listing particulars by the Finnish Financial Supervision Authority and Stockholmsbörsen is expected to recognize the English language version of the Prospectus on July 4, 2003. OM's shares are listed on Stockholmsbörsen and OM's intention is to seek listing on the Helsinki Exchanges subject to the completion of the Offer to commence as soon as possible after such completion. The Prospectus will be made public on July 7, 2003 and be distributed to all current shareholders and warrant holders of HEX by mail, with instructions on the procedure to be followed in order to accept the Offer. Furthermore, the Prospectus will be available on, inter alia, OM's website (www.om.com/merger) in Finnish and in English. The acceptance period of the Offer will commence on July 11, 2003 and end on August 25, 2003, unless the acceptance period is extended. The results of the Offer are expected to be announced on August 27, 2003. OM offers 2.5 OM shares in exchange for each HEX share, and a cash consideration of EUR 5.90 for each HEX warrant allocated and outstanding. The completion of the Offer is subject to certain conditions including the condition that the number of HEX shares being tendered in the Offer and not withdrawn, together with the HEX shares already held by OM, represent more than 90 percent of outstanding HEX shares on a fully diluted basis. The combination is also conditional upon, inter alia, OM's current shareholders authorizing OM's Board of Directors to issue the new shares necessary to complete the Offer. OM will convene an Extraordinary General Meeting to decide on the matters necessary to complete the Offer, to be held on August 18, 2003. An information brochure, based on the Prospectus, will be distributed by mail to all OM shareholders with information regarding the combination with HEX to serve as a basis for decisions to be taken at the Extraordinary General Meeting. The competition authorities in Finland and Estonia approved the combination on 13 June 2003. The review of the combination is still pending with the competition authority in Latvia. The Financial Supervision Authorities in Finland and Estonia have also given their respective permission for OM to acquire the holdings and indirect holdings in the relevant companies within the HEX group. The Prospectus includes information related to, inter alia, the strategy and governance of the new group, management as well as expected synergies to be achieved through the combination. Indicative Timetable Prospectus public: July 7, 2003 Beginning of the acceptance period: July 11, 2003 OM interim report for the period January-June 2003: July 16, 2003 HEX results for the financial period January-June 2003: Aug 5, 2003 OM's Extraordinary General Meeting: Aug 18, 2003 HEX's Annual General Meeting: Aug 21, 2003 Expiration of the acceptance period: Aug 25, 2003* Announcement of the results of the Offer: Aug 27, 2003* Registration of new OM HEX shares on the tendering shareholders' Finnish book-entry accounts: Sept 3, 2003* OM HEX shares commence trading in Helsinki: Sept 4, 2003* * Indicative dates which may be changed if the acceptance period is extended. For further information or comments, please contact: Jakob Håkanson, VP Investor Relations +46 8 405 60 42 Anna Eriksson, VP Brand & Communications +46 8 405 66 12 ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2003/09/02/20030703BIT00440/wkr0001.pdf