Valmet and Neles to merge creating a leading company with a unique offering for process industries globally

Valmet Oyj’s stock exchange release (inside information) on July 2, 2021 at 8:50 a.m. EEST

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

Valmet Oyj (“Valmet”) and Neles Corporation (“Neles”) announce that their respective Boards of Directors have today signed a combination agreement (the “Combination Agreement”) and a merger plan to combine the two companies through a merger (the “Combined Company”).

Transaction highlights

• The Combined Company will be a leading company with a unique offering for process industries globally with illustrative combined net sales for 2020 of approximately EUR 4.3 billion. In addition, it will have a globally balanced expert organization of approximately 17,000 professionals.
• The Combined Company expects to have growth potential in all current businesses and in new emerging sectors supported by favorable megatrends. It will also have enhanced growth opportunities across automation and flow control serving a range of various process industries with a strong sustainability focus. The Combined Company will benefit from broader revenue and cost synergies anchored in the strong industrial logic of combining flow control and automation systems.
• The combination is expected to generate annual run-rate synergies of approximately EUR 25 million of which approximately 60 percent are expected to be achieved by 2023 and approximately 90 percent by 2024. Total one-off implementation costs related to synergies are expected to be approximately EUR 25 million.
• The proposed combination will be implemented as a statutory absorption merger whereby Neles will be merged into Valmet.
• Upon completion, Neles’ shareholders (excluding Valmet as well as Neles with respect to treasury shares held by Neles) will receive as merger consideration 0.3277 new shares in Valmet for each share they hold in Neles at the end of the last trading day preceding the date of registration of the execution of the merger (the “Effective Date”) whereby, based on the current number of shares issued, Neles shareholders (excluding Valmet as well as Neles with respect to treasury shares held by Neles) would own approximately 18.8 percent of the shares and votes of the Combined Company, and Valmet shareholders would own approximately 81.2 percent of the shares and votes of the Combined Company.
• Neles may distribute to its shareholders an extra distribution of funds in the amount of up to EUR 2.00 per share either as dividend or return of equity or a combination of the aforementioned prior to the Effective Date.
• The merger consideration, noting additionally the above-mentioned extra distribution of funds, implies a value per Neles share of EUR 14.22 using Valmet’s closing share price of EUR 37.29 on July 1, 2021, corresponding to a premium of 16.4% compared to Neles’ closing share price on July 1, 2021 and a premium of 19.8% compared to the last three-month volume-weighted average price ending on July 1, 2021.
• The Boards of Directors of Valmet and Neles have decided that it is in the best interest of their respective shareholders to propose the combination to their respective EGMs.
• Shareholders representing approximately 16.9 percent of the shares and votes in Valmet, and shareholders representing approximately 15.4 percent of the shares and votes in Neles, have subject to certain customary conditions irrevocably undertaken to vote in favor of the combination. Together with Valmet, the above-mentioned shareholders in Neles hold approximately 45.0 percent of the outstanding shares and votes in Neles.
• The Board of Directors of Valmet has together with its management considered appropriate preliminary financial targets for the Combined Company and agreed on the following framework: net sales for services and automation business to grow over two times the market growth, net sales for capital business to exceed market growth, Comparable EBITA margin to be 12–14%, Comparable return on capital employed (ROCE) before taxes to be at least 15%, and dividend payout to be at least 50% of net profit.
• Valmet has obtained necessary commitments for the financing of the completion of the merger and Neles has obtained necessary commitments for the extra distribution of funds.
• The combination is subject to, among other items, approval by a majority of two-thirds of the votes cast and shares represented at the respective Extraordinary General Meetings (“EGM”) of Valmet and Neles, and the obtaining of merger control and other regulatory approvals.
• The completion is expected to occur on or about January 1, 2022, subject to all conditions for completion being fulfilled.
• It is proposed that the Board of Directors of the Combined Company will include six (6) directors from the current Board of Directors of Valmet (Mikael Mäkinen, Aaro Cantell, Pekka Kemppainen, Per Lindberg, Monika Maurer and Eriikka Söderström) and two (2) directors from the current Board of Directors of Neles (Jaakko Eskola and Anu Hämäläinen). It is proposed that the Combined Company’s Chairman of the Board of Directors will be Mikael Mäkinen and that the Combined Company’s Vice Chairman of the Board of Directors will be Jaakko Eskola.
• Pasi Laine will continue to act as the President and CEO of the Combined Company after the completion of the merger.

Valmet Chairman, Mr. Mikael Mäkinen, said: “The combination of Valmet and Neles will create a broad and competitive product offering for our customers and build on the excellent reputation of both of our businesses. The transaction creates a global industrial leader with a bright future beyond what we could achieve separately. Together our businesses are better positioned to drive innovation and leadership in sustainability.”

Neles Chairman, Mr. Jaakko Eskola, said: “The common heritage of Valmet and Neles will allow for a smooth integration of our two companies to the benefit of shareholders, customers and employees. Neles will benefit from enhanced scale to accelerate its growth and building on the excellent work done by Neles management since the formation of Neles as an independent company in 2020.”

Valmet President and CEO, Mr. Pasi Laine, said: “We are delighted with the announcement of the merger which will create an even stronger Valmet with a strong offering to global process industries and a global team of 17,000 professionals around the world. The Combined Company will have solid business fundamentals, a strong financial profile, attractive growth potential and estimated synergies contributing to the enhanced shareholder value.”

Neles President and CEO, Mr. Olli Isotalo, said: “Through our capabilities and know-how, we have positioned Neles for best in class growth and profitability and now look forward to accelerating this agenda as part of the Combined Company. We are delighted about the opportunities to continue to execute our growth in flow control across process industries from an even stronger base. The combination also creates attractive opportunities to digitalize our joint services to support customers’ efforts to achieve greater sustainability in their operations.”

The rationale of the Combination

The proposed combination will:

• Create a leading company with a unique, competitive and balanced total offering for process industries globally with
  • illustrative combined net sales of approximately EUR 4.3 billion in 2020 and approximately 17,000 employees;
  • strong positions in its respective segments including paper, board, pulp and energy technologies, flow control, automation systems and services;
  • a combined business benefitting from diversified product platforms, end markets and customers with relevant scale in key markets; and
  • an ideal positioning to benefit from the strong sustainability focus in the Combined Company’s end markets through megatrends such as energy transition and increasing demand for renewables.
• Create opportunities to exceed market growth, increase profitability and maintain a strong financial profile with end markets diversification across process industries and a large recurring and stable automation and services business providing resilience to business cycles;
• Enhance its positioning and offering through the strong industrial benefits of the combination of flow control and automation systems;
• Create a platform for further growth in the automation and flow control business;
• Contribute to shareholder value through, among others, synergies expected from the combination;
• Benefit from Valmet’s track record and know-how in developing integrated businesses as evidenced from its growth path of automation.

Strategic and financial benefits

The Combined Company will benefit from an extensive offering of process technologies, services, flow control and automation systems. The business will have strong market positions in core segments. Together, Valmet and Neles will be better positioned to drive innovation and enhance leadership in sustainability. In addition, the business is expected to benefit from significant cost and revenue synergies driven by:

• Revenue synergies from improved combined sales to pulp & paper customers, cross-selling to the energy and process industry customers, a more comprehensive service offering and an extended service network;
• New offering development synergies from improved process automation technology development as well as remote monitoring and predictive maintenance offering development; and
• Cost synergies from e.g. enhanced efficiencies in global and country-driven functions, common locations and cost savings from combining functions relating to operating as a listed company.

The combination is expected to generate annual run-rate synergies of approximately EUR 25 million of which approximately 60 percent are expected to be achieved by 2023 and approximately 90 percent by 2024. Total one-off implementation costs related to synergies are expected to be approximately EUR 25 million.Together, these are expected to create a platform for significant value enhancement for the shareholders of Valmet and Neles.

The Combined Company

Overview

In the financial year ended December 31, 2020, the Combined Company had illustrative combined net sales of approximately EUR 4,309 million and comparable EBITA of approximately EUR 449 million. Approximately half of the Combined Company’s net sales is expected to come from a recurring and stable automation and services business providing resilience across business cycles. Together, the companies have approximately 17,000 employees with a global footprint of 54 production units, 23 R&D centers and approximately 140 service centers.

The Combined Company is expected to have strong market positions in its respective segments including paper, board, pulp and energy technologies, flow control, automation systems and services.

The Combined Company will continue to be listed on Nasdaq Helsinki Ltd and the name of the company will remain Valmet Oyj.

Ownership structure and governance

Upon the completion of the merger, Neles shareholders (excluding Valmet as well as Neles with respect to treasury shares held by Neles) will receive as merger consideration 0.3277 new shares in Valmet for each share they hold in Neles at the end of the last trading day preceding the Effective Date, corresponding to a post-completion ownership in the Combined Company of approximately 81.2 percent for Valmet shareholders and approximately 18.8 percent for Neles shareholders, assuming that none of Neles shareholders demands redemption of his/her/their shares at the Neles EGM resolving on the merger and that no additional shares are issued by Valmet or Neles. The table below illustrates the ten (10) largest shareholders of the Combined Company (as per June 30, 2021), assuming all current Valmet and Neles shareholders are shareholders with unchanged holdings also at the completion of the combination¹⁾.

¹⁾ Excluding treasury shares of both Valmet and Neles²⁾ OP Funds comprises of OP-Suomi and OP-Suomi Pienyhtiöt funds³⁾ Nordea Funds comprises of Nordea Pro Suomi, Nordea Suomi Passiivinen and Nordea Premium Varainhoito Kasvu funds⁴⁾ Danske Invest Funds comprises of Danske Invest Finnish Equity Fund

Board of directors and management

It is proposed that the Board of Directors of the Combined Company will include six (6) directors from the current Board of Directors of Valmet (Mikael Mäkinen, Aaro Cantell, Pekka Kemppainen, Per Lindberg, Monika Maurer and Eriikka Söderström) and two (2) directors from the current Board of Directors of Neles (Jaakko Eskola and Anu Hämäläinen). It is proposed that the Combined Company’s Chairman of the Board of Directors will be Mikael Mäkinen and that the Combined Company’s Vice Chairman of the Board of Directors will be Jaakko Eskola.

Pasi Laine, currently President and CEO of Valmet, will continue to act as the President and CEO of the Combined Company after the completion of the merger and Kari Saarinen, the current CFO of Valmet would be appointed as the CFO.

Illustrative combined financial information

The illustrative combined statement of income information presented below is based on Valmet and Neles’ audited consolidated financial statements as at and for the financial year ended December 31, 2020 and the unaudited consolidated interim financial information as at and for the three months ended March 31, 2021. The illustrative combined balance sheet presented is based on the unaudited consolidated balance sheet information of both companies as at March 31, 2021. The combined financial information is presented for illustrative purposes only and is unaudited.

The illustrative combined financial information presented herein is based on a hypothetical situation and should not be viewed as pro forma financial information as any impacts of purchase price allocation, differences in accounting principles, adjustments related to transaction costs, tax impacts and impacts of the potential refinancing have not been taken into account. The illustrative combined financial information does not reflect any cost savings, synergy benefits or future integration costs that are expected to be generated or may be incurred as a result of the merger.

Valmet currently owns 29.57 percent of the outstanding shares of Neles. In the consolidated financial statements of Valmet, Neles has been treated as an associated company. The acquisition of Neles is considered as a business combination achieved in stages where as a result of the merger the previously held interest in Neles will be remeasured to fair value and the gain or loss will be recognized in the consolidated statement of income of Valmet at the merger completion date. Valmet will apply the acquisition method and account Neles as a subsidiary where the goodwill recognized in connection with the merger will be the aggregate of merger consideration paid, any amount of any non-controlling interest and the merger date fair value of Valmet’s previously held interest in Neles less the fair value of identifiable net assets of Neles.

The actual consolidated financial information for the Combined Company will be prepared based on the final merger consideration, the final fair value of the previously held interest in Neles and the fair values of Neles’ identifiable assets and liabilities at the merger completion date, including the impacts of the possible refinancing that is contingent on the completion of the proposed combination. The Combined Company’s consolidated financial information that will be published following the completion of the proposed combination could therefore differ significantly from the illustrative combined financial information presented herein. Accordingly, this information is not indicative of what the Combined Company’s actual financial position, results of operations or key figures would have been had the proposed combination been completed on the dates indicated.

Pro forma financial information with notes disclosures will be available in a merger prospectus to be published by Valmet prior to the EGMs of Valmet and Neles. For reconciliations on the alternative performance measures, see Annex 2 to this release.

Illustrative combined statement of income information – unaudited

The illustrative combined financial information of the Combined Company is presented assuming the activities were included in the same group from the beginning of January 1, 2020. The illustrative combined statement of income information has been calculated as a sum of Valmet and Neles’ financial information for the financial year ended December 31, 2020 and for the three months ended March 31, 2021 with the following adjustments:

• A preliminary gain on fair valuation of the previously held interest in Neles of EUR 180 million has been included in the combined statement of income for the financial year ended December 31, 2020 as an item affecting comparability impacting combined EBITA and combined operating profit. This figure is illustrative and subject to change.
• The share in profits and losses of associated companies historically reported by Valmet relating to its existing interest in Neles has been eliminated from both periods presented and other transactions between Valmet and Neles have also been eliminated.

¹⁾ Comparable EBITA = Operating profit + depreciation, amortization and impairments +/- items affecting comparability

²⁾ Operating profit + amortization

³⁾ Includes an illustrative gain on fair valuation of the previously held interest in Neles by Valmet of EUR 180 million based on the fair value calculated using Valmet’s share price on June 28, 2021, (EUR 36.68 per share) and a conversion rate of 0.3277

Illustrative combined balance sheet information and related KPIs – unaudited

The combined balance sheet information illustrates the impact of the proposed combination as if the transaction had taken place on March 31, 2021. The illustrative combined balance sheet information as at March 31, 2021 has been calculated as a sum of Valmet and Neles’ balance sheet information at March 31, 2021 adjusted using the following assumptions:

• Both Valmet and Neles’ dividend distributions, including dividends received from Neles by Valmet, for the financial year ended December 31, 2020 paid subsequent to March 31, 2021 have been adjusted as if paid. The extra distribution of funds to Neles' shareholders of up to EUR 2.00 per share proposed to be distributed prior to the completion of the merger has been adjusted as if distributed and paid, increasing net interest-bearing liabilities by EUR 212 million.
• The preliminary aggregated merger consideration and fair value of the previously held interest in Neles, which has been calculated based on the closing share price of Valmet’s shares on June 28, 2021 (EUR 36.68 per share) and a conversion rate of 0.3277 less Neles’ net assets as at March 31, 2021, totaling EUR 1,855 million have been allocated to goodwill. Of the illustrative aggregate preliminary consideration transferred in the amount of EUR 1,805 million, EUR 1,272 million has been allocated to total equity and Valmet’s previously held interest in Neles has been remeasured through the statement of income with the impact of EUR 180 million increasing the illustrative combined equity. These figures are indicative and subject to change.

¹⁾ Annualized Profit for the period / Total equity (at March 31, 2021)

²⁾ Annualized Profit before taxes + annualized interest and other financial expenses / balance sheet total - non-interest-bearing liabilities (at March 31, 2021)

³⁾ Total equity / (Balance sheet total - amounts due to customers under revenue contracts)

⁴⁾ Net interest-bearing liabilities / Total equity

Financial targets approved by the Board of Directors of Valmet

The Board of Directors of Valmet has together with its management considered appropriate preliminary financial targets for the Combined Company and agreed on the following framework. Subsequent to the completion of the merger, the management team of the Combined Company will together with the Board of Directors of the Combined Company refine and possibly adapt these targets.

• Net sales for services and automation business to grow over two times the market growth;
• Net sales for capital business to exceed market growth;
• Comparable EBITA: 12–14%;
• Comparable return on capital employed (ROCE) before taxes at least 15%; and
• Dividend payout at least 50% of net profit.

The Merger

The statutory merger

The proposed combination of Valmet and Neles will be executed through a statutory absorption merger pursuant to the Finnish Companies Act whereby all assets and liabilities of Neles are transferred without a liquidation procedure to Valmet. As a result of the completion of the merger, Neles will automatically dissolve.

Upon completion of the merger, Neles’ shareholders (excluding Valmet as well as Neles with respect to treasury shares held by Neles) will receive as merger consideration 0.3277 new shares in Valmet for each share they hold in Neles at the end of the last trading day preceding the Effective Date. The aggregate number of the new shares in Valmet to be issued as merger consideration to the shareholders of Neles is expected to be 34,664,986 shares (excluding shares held by Valmet in Neles as well as treasury shares held by Neles, and assuming that none of Neles’ shareholders will demand redemption of his/her/their shares at the EGM of Neles resolving on the merger).

As part of the proposed combination, the Board of Directors of Valmet and Neles have agreed that they can propose to their respective annual general meetings a distribution of funds and in accordance with the current dividend policy and past practice, respectively, in an aggregate amount not exceeding EUR 180 million for Valmet and an aggregate amount not exceeding EUR 40 million for Neles for the financial year ending December 31, 2021 if the completion has not taken place by certain time and under certain conditions. In addition, Neles may distribute to its shareholders an extra distribution of funds in the amount of up to EUR 2.00 per share either as dividend or return of equity or a combination of the aforementioned prior to the Effective Date.

The merger plan, which is included as Annex 1 to this stock exchange release, contains information on certain terms and conditions of the contemplated merger, including the merger consideration to Neles’ shareholders.

Approvals

The completion of the contemplated merger is subject to, among other items, approval by a majority of two-thirds of votes cast and shares represented at the respective EGMs of Valmet and Neles, the obtaining of necessary merger control and other regulatory approvals, the availability of the financing agreed for the purpose of the merger and that no material adverse effect has taken place before the completion of the merger. As the transaction is proposed to be implemented by way of a statutory merger of Neles into Valmet, it is also subject to a statutory creditor summons process of Neles’ creditors. All conditions for the completion of the merger are set out in the merger plan, which is included as Annex 1 to this stock exchange release.

Indicative timetable

Each of Valmet and Neles will convene an EGM to decide upon the contemplated merger. The EGMs are expected to be held in September 2021. The companies will publish notices to their respective EGMs through separate stock exchange releases.

In addition to the merger plan, further information about the contemplated combination, the merger and the Combined Company will also be available in a merger prospectus expected to be published in September 2021 by Valmet prior to the EGMs of Valmet and Neles.

Subject to all conditions for completion being fulfilled, the completion of the merger is expected to occur on or about January 1, 2022. Trading in the new shares of Valmet to be issued to Neles’ shareholders is expected to begin on or about the first trading day following the completion of the merger.

The Combination Agreement

Valmet and Neles have on July 2, 2021 entered into a Combination Agreement, pursuant to which Valmet and Neles have agreed to combine their business operations through a statutory absorption merger pursuant to the Finnish Companies Act.

The Combination Agreement contains certain customary representations and warranties as well as undertakings, such as, inter alia, each party conducting its business in the ordinary course of business before the completion of the merger, keeping the other party informed of any and all matters that may be of material relevance for the purposes of effecting the completion of the merger, preparing the necessary regulatory filings and notifications in cooperation with the other party and, cooperating with the other party in relation to the financing of the Combined Company and possible objections by Neles’ creditors.

In addition, Valmet and Neles each undertake not to solicit proposals competing with the transaction agreed in the Combination Agreement and to inform each other about any competing proposals, and if not prohibited under their fiduciary duties, to provide the other party a reasonable opportunity to negotiate with the Board of Directors of the contacted party about matters arising from the competing proposal. The companies’ Boards of Directors may decide to recommend a competing proposal only if required to do so in order to comply with their fiduciary duties pursuant to the Finnish Companies Act. At the request of the other party the Board of Directors in question shall, however, always convene an EGM to resolve on the merger pursuant to the Combination Agreement.

Moreover, Valmet and Neles have given each other certain customary representations and warranties related to, inter alia, the authority to enter into the Combination Agreement, due incorporation, status of the shares in the respective company, preparation of financial statements and interim reports, compliance with applicable licenses, laws and agreements, legal proceedings, ownership of intellectual property, taxes, employees, and the due diligence materials provided to the other party.

Valmet and Neles shall bear their own fees, costs and expenses incurred in connection with the merger.

The Combination Agreement may be terminated by mutual written consent duly authorized by the Boards of Directors of Valmet and Neles. Each of Valmet and Neles may terminate the Combination Agreement, inter alia, if (i) the merger has not been completed by December 31, 2022 (or it becomes evident that the completion cannot take place by that time); (ii) in case of a material adverse effect after the signing date that is incapable of being cured, all as defined, and following the consultation and other procedures described, in the Combination Agreement; (iii) the EGMs of Valmet and Neles have not considered the merger in accordance with the Combination Agreement or if, upon consideration by the relevant EGM, they shall have failed to duly approve the merger; (iv) if any governmental entity (including any competition authority) gives an order or takes any regulatory action that is non-appealable and conclusively prohibits the completion of the merger; or (v) in case of a material breach by the other party of any of the representations, warranties, covenants or undertakings under the Combination Agreement if such breach has resulted, or could reasonably be expected to result, in a material adverse effect, as described in the Combination Agreement. In the event the Combination Agreement is terminated due to certain reasons specified in the Combination Agreement, the parties have agreed on the payment of cost coverage of agreed amounts.

Fairness opinion

The Board of Directors of Neles has concluded that the consideration being paid in connection with the transaction is fair from a financial point of view to the shareholders of Neles. The Board of Directors of Neles made its assessment after taking into account several factors. The Board of Directors of Neles has received on July 2, 2021 two independent fairness opinions from Neles’ financial advisors Morgan Stanley & Co. International plc and Access Partners Oy. In providing their fairness opinions, the financial advisors took into account the commercial assessment of the Board of Directors of Neles.

The Board of Directors of Valmet has concluded that the merger consideration being paid by Valmet in connection with the merger is fair, from a financial point of view, to Valmet. The Board of Directors of Valmet made its assessment after taking into account several factors including, but not limited to, the fairness opinion of Valmet’s financial advisor, Bank of America Europe Designated Activity Company, Stockholm branch (“BofA Securities”), delivered to the Board of Directors of Valmet on, and dated, 1 July 2021, to the effect that, as of the date of such fairness opinion, the merger consideration to be paid by Valmet (namely, each outstanding ordinary share of Neles, excluding those Neles shares held by Valmet, to be exchanged for 0.3277 ordinary shares of Valmet) was fair, from a financial point of view, to Valmet, which fairness opinion was based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as more fully described in such fairness opinion (recognizing, for the avoidance of doubt, that subject to the terms and conditions of the Combination Agreement, Neles shareholders will receive a EUR 2.00 per share distribution of funds prior to completion of the merger). The fairness opinion of BofA Securities was provided for the use and benefit of the Board of Directors of Valmet (in its capacity as such).

Financing

In order to support and finance the completion of the merger, Valmet and Neles have entered into re- and back-up financing agreements with Danske Bank A/S and Nordea Bank Abp. The merger financing arrangements comprise EUR 695 million term loan facilities for Valmet and EUR 301 million term facility for Neles, which Danske Bank A/S and Nordea Bank Abp as joint underwriters, coordinating bookrunners and mandated lead arrangers have arranged and underwritten in full. The facilities may be used to refinance the companies’ existing indebtedness in connection with the merger and finance potential cash redemptions of Neles’ shares and Neles’ extra distribution of funds.

Neles intends to seek certain consents and waivers in respect of its existing indebtedness and such indebtedness in relation to which requisite consents have been obtained prior to the completion of the merger, together with the indebtedness refinanced in connection therewith, will transfer to the Combined Company.

Shareholder support

Shareholders representing approximately 16.9 percent of the outstanding shares and votes in Valmet, including Solidium Oy, Ilmarinen Mutual Pension Insurance Company, Elo Mutual Pension Insurance Company and Varma Mutual Pension Insurance Company, and shareholders holding approximately 15.4 percent of the outstanding shares and votes in Neles, including Cevian Capital Partners Limited, Ilmarinen Mutual Pension Insurance Company, Elo Mutual Pension Insurance Company and Varma Mutual Pension Insurance Company, have subject to certain customary conditions irrevocably undertaken to attend the respective EGMs of Valmet and Neles and to vote in favor of the combination. Together with Valmet, the above-mentioned shareholders in Neles hold approximately 45.0 percent of the outstanding shares and votes in Neles.

Advisors

Valmet is being advised by BofA Securities and Nordea Bank Abp as lead financial advisors, and Hannes Snellman Attorneys Ltd and Skadden, Arps, Slate, Meagher & Flom LLP as legal advisors. Neles is being advised by Morgan Stanley & Co. International plc as lead financial advisor and Access Partners Oy as financial advisor, and Roschier, Attorneys Ltd. and Freshfields Bruckhaus Deringer LLP as legal advisors.

VALMET OYJ

Board of Directors

NELES CORPORATION

Board of Directors

Analyst and investor webcast and media conference

To discuss the merger announcement, the Chairmen and CEOs of Valmet and Neles will host a virtual news conference in English for analysts, investors, and media today, July 2, 2021 at 10:00 a.m. Finnish time (EEST). The news conference can be followed through a live webcast at https://valmet.videosync.fi/2021-07-02-tiedotustilaisuus.

It is also possible to take part in the news conference through a conference call. Conference call participants are requested to dial in at least five minutes prior to the start of the conference, at

Finland Toll: +358 981710310

Sweden Toll: +46 856642651

Germany Toll: +49 6913803430

United Kingdom Toll: +44 3333000804

France Toll: +33 170750711

The participants will be asked to provide the following conference PIN: 50212013#.

During the webcast and the conference call, all questions should be presented in English.

Management of Valmet and Neles are available for face to face media interviews and photo shooting at 12:15 – 13:15 p.m. at Valmet headquarters, Keilasatama 5, Espoo, Finland. After 13:15 Teams/phone interviews are also possible. Media is advised to reserve time slots for interviews by contacting Mirkka Aarti, Valmet, phone +358 50 44 358 9686, email mirkka.aarti@valmet.com.

DISTRIBUTION:

Nasdaq Helsinki
Major media
www.valmet.com

Information on Valmet and Neles in brief

Valmet is a leading global developer and supplier of process technologies, automation and services for the pulp, paper and energy industries. We aim to become the global champion in serving our customers. Valmet’s strong technology offering includes pulp mills, tissue, board and paper production lines, as well as power plants for bioenergy production. Our advanced services and automation solutions improve the reliability and performance of our customers’ processes and enhance the effective utilization of raw materials and energy. Valmet’s net sales in 2020 were approximately EUR 3.7 billion. Our 14,000 professionals around the world work close to our customers and are committed to moving our customers’ performance forward – every day. Valmet’s head office is in Espoo, Finland and its shares are listed on the Nasdaq Helsinki.

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 the safe flow of materials. Neles is listed on the Nasdaq Helsinki in Finland and had sales of about EUR 576 million in 2020. Neles employs about 2,850 people in approximately 40 countries.

Important notice

This release is not an offer of merger consideration shares in the United States and it is not intended for distribution in or into the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law. The merger consideration shares have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.

This release does not constitute an offer of or an invitation by or on behalf of, Valmet or Neles, or any other person, to purchase any securities.

This release does not constitute a notice to an EGM or a merger prospectus. Any decision with respect to the proposed statutory absorption merger of Neles into Valmet should be made solely on the basis of information to be contained in the actual notices to the EGM of Valmet and Neles, as applicable, and the merger prospectus related to the merger as well as on an independent analysis of the information contained therein. You should consult the merger prospectus for more complete information about Valmet, Neles, their respective subsidiaries, their respective securities and the merger.

This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the combined company to differ materially from those expressed or implied in the forward-looking statements. Neither Valmet nor Neles, nor any of their respective affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.

This release includes estimates relating to the synergy benefits expected to arise from the merger and the combination of the business operations of Valmet and Neles as well as the related integration costs, which have been prepared by Valmet and Neles and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the merger and the combination of the business operations of Valmet and Neles on the combined company’s business, financial condition and results of operations. The assumptions relating to the estimated synergy benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual synergy benefits from the merger and the combination of the business operations of Valmet and Neles, if any, and related integration costs to differ materially from the estimates in this release. Further, there can be no certainty that the merger will be completed in the manner and timeframe described in this release, or at all.

BofA Securities, a subsidiary of Bank of America Corporation, is acting as financial adviser to Valmet and for no one else in connection with the merger, and will not be responsible to anyone other than Valmet for providing the protections afforded to its clients, or for giving advice in connection with the merger or any matter or arrangement referred to in this release.

Nordea Bank Abp is acting as financial adviser to Valmet on certain matters outside of the United States and no one else in connection with the matters referred to herein, and will not be responsible to anyone other than Valmet for providing the protections afforded to clients of Nordea Bank Abp, or for giving advice in connection with the transaction or any matter or arrangement referred to in this release.

ANNEX 1

Merger Plan

The Board of Directors of Neles Corporation (“Neles” or the “Merging Company”) and the Board of Directors of Valmet Oyj (“Valmet” or the “Receiving Company”) propose to the Extraordinary General Meetings of the respective companies that the General Meetings would resolve upon the merger of Neles into Valmet through an absorption merger, so that all assets and liabilities of Neles shall be transferred without a liquidation procedure to Valmet, as set forth in this merger plan (the “Merger Plan”, including appendices) (the “Merger”).

As merger consideration, the shareholders of Neles shall receive new shares of Valmet, in proportion to their existing shareholdings, with aggregated fractional entitlements to new shares of Valmet being sold in public trading on Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) for the benefit of the shareholders entitled to such fractions. Neles shall automatically dissolve as a result of the Merger.

The Merger shall be carried out in accordance with the provisions of Chapter 16 of the Finnish Companies Act (624/2006, as amended) (the “Companies Act”) and Section 52 a of the Finnish Business Income Tax Act (360/1968, as amended).

1. Companies Participating in the Merger

   1. Merging Company

Neles is a public limited liability company, the shares of which are publicly traded on the official list of the Helsinki Stock Exchange.

1. 2. Receiving Company

Valmet is a public limited liability company, the shares of which are publicly traded on the official list of the Helsinki Stock Exchange.Neles and Valmet are hereinafter jointly referred to as the “Parties” or the “Companies Participating in the Merger” and, each individually, a “Party” or a “Company Participating in the Merger”.

2. Reasons for the Merger

The Companies Participating in the Merger have on July 2, 2021 entered into a business combination agreement concerning the combination of the business operations of the Companies Participating in the Merger through a statutory absorption merger of Neles into Valmet in accordance with the Companies Act and this Merger Plan (the “Combination Agreement”).

The purpose of the Merger is to create a leading company with a unique, competitive and balanced total offering for process industries globally, with strong positions in its respective segments including paper, board, pulp and energy technologies, flow control, automation systems and services. The combined company’s business is expected to benefit from diversified product platforms, end markets and customers with relevant scale in key markets and an ideal positioning to benefit from the strong sustainability focus in the combined company’s end markets through megatrends such as energy transition and increasing demand for renewables.Furthermore, the Merger is expected to create opportunities to exceed market growth, increase profitability and maintain a strong financial profile with end-markets diversification across process industries and large recurring and stable automation and services business providing resilience to business cycles.

Furthermore, the Merger is expected to enhance the combined company’s positioning and offering through the strong industrial benefits of the combination of flow control and automation systems and create a platform for further growth in the automation and flow control business. The Merger is expected to contribute to shareholder value through, among others, synergies expected from the combination. The combined company is expected to benefit from Valmet’s track record and know-how in developing integrated businesses as evidenced from its growth path of automation.

3. Amendments to the Receiving Company’s Articles of Association

Articles 2, 6, 7, 8 and 9 of the Articles of Association of the Receiving Company are proposed to be amended in connection with the registration of, and conditional upon, the execution of the Merger to read as follows:

2 §       Field of business

The company’s field of business is, either directly or through its subsidiaries or affiliated companies, to engage globally in designing, developing, manufacturing, building and trading machines, instruments, equipment, production plants, industrial products and systems, and spare parts in the field of technology industry, mainly pulp, paper and power industries and flow control, producing and selling services related to this field of business, such as maintenance and diagnostic services, and other industrial or commercial activities related to this field of business.

As the parent company, the company may also attend to the group’s organization, financing, purchases and other similar joint tasks as well as own real estate, shares and interests, carry out securities trading and other investment operations.

6 §       Accounting period

The company’s accounting period is a calendar year.

7 §       Auditor

The company has one (1) auditor, which must be an audit firm approved by the Patent and Registration Office with an authorized public accountant as the auditor in charge.The term of office of the auditor expires at the closing of the Annual General Meeting of shareholders following the election.

8 §           Notice convening a General Meeting of shareholders and the place of General Meetings of shareholders                

The notice convening a General Meeting of shareholders must be delivered to the shareholders by publishing the notice on the company’s website or in one or more widely circulated daily newspapers designated by the Board of Directors or otherwise in a verifiable manner no more than three (3) months and no less than three (3) weeks prior to the General Meeting of shareholders, however, in any case, at least nine (9) days prior to the record date of the General Meeting of shareholders referred to in the Finnish Companies Act.

In order to participate in the General Meeting of shareholders, a shareholder must register with the company at the latest on the date referred to in the notice convening the meeting, which may be at the earliest ten (10) days prior to the General Meeting of shareholders.

General  Meetings of shareholders may be held in Helsinki, Espoo or Vantaa.

9 §       Annual General Meeting of shareholders

At the Annual General Meeting, the following are presented:

1. 1. 1. 1. the financial statements of the company, which also include the consolidated financial statements of the group, and the report of the Board of Directors;

         2. the auditor’s reports concerning the company and the group;

resolved:

1. 1. 1. 3. adoption of the financial statements of the company, which also include the approval of the consolidated financial statements of the group;

         4. the use of the profit shown on the balance sheet;
         5. releasing the members of the Board of Directors and the President from liability;
         6. the number of members of the Board of Directors;
         7. the remuneration of the chairman, vice chairman and other members of the Board of Directors as well as the auditor;
         8. the adoption of the remuneration policy, when necessary;
         9. the adoption of the remuneration report;
         10. any other matters submitted to the General Meeting by the Board of Directors, auditor or shareholders sufficiently in advance so that the matter can be included in the notice convening the meeting;
         11. any other matters specified in the notice convening the meeting;

elected:

1. 1. 1. 12. the chairman, vice chairman and other necessary members of the Board of Directors; and

         13. the auditor.

If a vote is held at the company’s Annual or Extraordinary General Meeting of shareholders, the chairman of the General Meeting of shareholders shall determine the voting procedure.

The proposed Articles of Association of the Receiving Company, including the above amendments, are attached to this Merger Plan in its entirety as Appendix 1.

4. Administrative Bodies of the Receiving Company 
   
   4.1 Board of Directors and Auditor of the Receiving Company and Their Remuneration

According to the proposed Articles of Association of the Receiving Company, the Receiving Company shall have a Board of Directors consisting of a minimum of five (5) and a maximum of eight (8) members. The number of the members of the Board of Directors of the Receiving Company shall be conditionally confirmed and the members of the Board of Directors shall be conditionally elected by the Extraordinary General Meeting of the Receiving Company resolving on the Merger (the “Valmet EGM”). Both decisions shall be conditional upon the execution of the Merger. The term of such members of the Board of Directors shall commence on the date of registration of the execution of the Merger (the “Effective Date”) and shall expire at the end of the first annual general meeting of the Receiving Company following the Effective Date.

The Board of Directors of the Receiving Company shall propose a resolution to the Valmet EGM, according to which the number of the members of the Board of Directors of the Receiving Company shall be eight (8) and according to which Mikael Mäkinen, current Chairman of the Board of the Receiving Company, would be conditionally elected to continue as Chairman of the Board of Directors of the Receiving Company, Jaakko Eskola, current Chairman of the Board of the Merging Company, would be conditionally elected as new Vice Chairman of the Board of Directors of the Receiving Company, Aaro Cantell, Pekka Kemppainen, Monika Maurer, Eriikka Söderström and Per Lindberg, each a current member of the Board of Directors of the Receiving Company, would be conditionally elected to continue to serve on the Board of Directors of the Receiving Company, and that Anu Hämäläinen, a current member of the Board of Directors of the Merging Company, would be conditionally elected as new member of the Board of Directors of the Receiving Company for the term commencing on the Effective Date and expiring at the end of the first annual general meeting of the Receiving Company following the Effective Date.

The Board of Directors of the Receiving Company shall also propose to the Valmet EGM a resolution on the remuneration of the Chairman, Vice Chairman and other members of the Board of Directors of the Receiving Company, including remuneration of the members of the Audit Committee and the Remuneration and HR Committee of the Receiving Company, for the term commencing on the Effective Date and expiring at the end of the first annual general meeting of the Receiving Company following the Effective Date. The annual remuneration of the new members to be elected shall be paid in proportion to the length of their term of office. Otherwise the resolutions on Board remuneration made by the Annual General Meeting of the Receiving Company held on March 23, 2021 or a subsequent Annual General Meeting of the Receiving Company held before the Effective Date shall remain in force unaffected and, for the avoidance of doubt, full annual remuneration until the next annual general meeting of the Receiving Company shall be paid to those members who have not been conditionally elected to continue to serve on the Board of Directors of the Receiving Company.

The term of the current members of the Board of Directors of the Receiving Company not conditionally elected to continue to serve on the Board of Directors of the Receiving Company for the term commencing on the Effective Date shall end on the Effective Date. 

The term of the members of the Board of Directors and the President and CEO of the Merging Company shall end on the Effective Date upon the dissolution of the Merging Company. The members of the Board of Directors and the President and CEO of the Merging Company shall be paid a reasonable remuneration for the preparation of the final accounts of the Merging Company.

The auditor of the Receiving Company will continue in its position and the Merger will not impact the resolution by the Annual General Meeting of the Receiving Company held on March 23, 2021 or a subsequent Annual General Meeting of the Receiving Company held before the Effective Date in respect of the auditor’s remuneration.

The Board of Directors of the Receiving Company, after consultation with the Board of Directors of the Merging Company, may amend the above-mentioned proposal concerning the election of members of the Board of Directors of the Receiving Company, in case one or more of the above-mentioned persons would not be available for election at the Valmet EGM.

The Board of Directors of the Receiving Company, after consultation with the Board of Directors of the Merging Company, shall have a right to convene a General Meeting of Shareholders after the Valmet EGM to (i) resolve to supplement or amend the composition or remuneration of the Board of Directors of the Receiving Company in case a person conditionally elected as a member of the Board of Directors by the Valmet EGM would have to be replaced by another person due to resignation, incapacity or any other reason by virtue of which the conditionally elected person would be unable to act as a member of the Board of Directors of the Receiving Company, or in case the remuneration of the Board of Directors of the Receiving Company would need to be amended for some other reason; and/or (ii) replace the auditor of the Receiving Company, prior to the Effective Date in case the Receiving Company’s current auditor would have to be replaced.

The Parties have agreed that the Shareholders’ Nomination Board of the Receiving Company as from the Effective Date shall have five (5) members, of which one (1) shall be nominated by each of the four (4) largest shareholders and the fifth being the Chairman of the Board of Directors of the Receiving Company.

The Board of Directors of the Receiving Company shall propose to the Valmet EGM a temporary deviation from the Charter of the Receiving Company’s Shareholders’ Nomination Board to the effect that the composition of the Shareholders' Nomination Board will be amended after the Effective Date and the right to nominate representatives to the Shareholders’ Nomination Board following the Effective Date shall be vested with the shareholders having the largest share of the votes represented by all the shares in the Receiving Company on the first business day following the Effective Date, provided that the Effective Date occurs no less than four (4) months prior to the planned date of the next Annual General Meeting of the Receiving Company.

4.2. President and CEO of the Receiving Company

Pasi Laine shall as from the Effective Date act as the President and CEO of the Receiving Company. In the event that Pasi Laine resigns or otherwise must be replaced by another person prior to the Effective Date, the Boards of Directors of the Receiving Company and the Merging Company shall mutually agree on the appointment of a new President and CEO.

5. Merger consideration and grounds for its determination
   5.1 Merger Consideration

The shareholders of the Merging Company shall receive as merger consideration 0.3277 new shares of the Receiving Company for each share owned in the Merging Company (the “Merger Consideration”), that is, the Merger Consideration shall be issued to the shareholders of the Merging Company in proportion to their existing shareholding with a ratio of 0.3277 : 1. There is only one share class in the Receiving Company, and the shares of the Receiving Company do not have a nominal value. In accordance with Chapter 16, Section 16, Subsection 3 of the Companies Act, shares in the Merging Company held by the Merging Company or the Receiving Company do not carry a right to the Merger Consideration.

In case the number of shares received by a shareholder of the Merging Company (per each individual book-entry account) as Merger Consideration is a fractional number, the fractions shall be rounded down to the nearest whole number. Fractional entitlements to new shares of the Receiving Company shall be aggregated and sold in public trading on the Helsinki Stock Exchange and the proceeds shall be distributed to shareholders of the Merging Company entitled to receive such fractional entitlements in proportion to their holding of such fractional entitlements. Any costs related to the sale and distribution of fractional entitlements shall be borne by the Receiving Company.

The allocation of the Merger Consideration shall be based on the shareholding in the Merging Company at the end of the last trading day preceding the Effective Date. The final total number of shares in the Receiving Company issued as Merger Consideration shall be determined on the basis of the number of shares in the Merging Company held by shareholders, other than the Receiving Company or the Merging Company itself, at the end of the day preceding the Effective Date. Such total number of shares issued shall be rounded down to the nearest full share. On the date of this Merger Plan, the Merging Company holds 150,361 treasury shares and the Receiving Company holds 44,415,207 shares in the Merging Company. Based on the situation on the date of this Merger Plan, the total number of shares in the Receiving Company to be issued as Merger Consideration would therefore be 34,664,986 shares.

Apart from the Merger Consideration to be issued in the form of new shares of the Receiving Company and proceeds from the sale of fractional entitlements, no other consideration shall be distributed to the shareholders of the Merging Company.

5.2 Grounds for the determination of the Merger Consideration

The Merger Consideration has been determined based on the relation of valuations of the Merging Company and the Receiving Company. The value determination has been made by applying generally used valuation methods. The value determination has been based on the stand-alone valuations of the Companies Participating in the Merger taking into account various company specific factors.

Based on their respective relative value determinations, which are supported by fairness opinions received by each of the Merging Company and the Receiving Company from their respective financial advisors, the Boards of Directors of the Merging Company and the Receiving Company have concluded that the Merger Consideration is fair from a financial point of view of the Merging Company and the Receiving Company.

6. Distribution of the Merger Consideration

The Merger Consideration shall be distributed to the shareholders of the Merging Company, other than the Receiving Company or the Merging Company itself, on the Effective Date or as soon as reasonably possible thereafter.The Merger Consideration shall be distributed in the book-entry securities system maintained by Euroclear Finland Ltd.

The Merger Consideration payable to each shareholder of the Merging Company shall be calculated, using the exchange ratio set forth in Section 5.1 above, based on the number of shares in the Merging Company registered in each separate book-entry account of each such shareholder at the end of the last trading day preceding the Effective Date. The Merger Consideration shall be distributed automatically, and no actions are required from the shareholders of the Merging Company in relation thereto. The new shares of the Receiving Company distributed as Merger Consideration shall carry full shareholder rights as from the date of their registration in the Finnish Trade Register.

7. Option rights and other special rights entitling to shares

The Merging Company has not issued any option rights or other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act.

8. Share-based incentive plans

The Merging Company has four (4) share-based long-term incentive plans under which share rewards have not been paid in their entirety by the date of this Merger Plan: Performance Share Plan (PSP) 2021–2023, Performance Share Plan (PSP) 2020–2022, Deferred Share Unit Plan (DSUP) 2021–2023 and Deferred Share Unit Plan (DSUP) 2019–2021.

The Board of Directors of the Merging Company has, conditionally and subject to the execution of the Merger, resolved on the impact of the Merger on such incentive plans in accordance with their terms and conditions. According to the resolution, the incentive plans will be settled in cash. In the event that any amendments to the treatment of the incentive plans in the Merging Company are required prior to the Effective Date, the Board of Directors of the Merging Company shall resolve on such matters prior to the Effective Date subject to the Combination Agreement and Section 11 below.

9. Share capital and other equity of the Receiving Company

The share capital of the Receiving Company is EUR 100,000,000. The share capital of the Receiving Company shall be increased by EUR 40,000,000, in connection with the registration of the execution of the Merger, after which the share capital of the Receiving Company shall be EUR 140,000,000. The equity increase of the Receiving Company, insofar as it exceeds the amount to be recorded into the share capital, shall be recorded as an increase of the reserve for invested unrestricted equity in accordance with Section 10 below.

10. Description of assets, liabilities and shareholders’ equity of the Merging Company and of the circumstances relevant to their valuation, of the effect of the Merger on the balance sheet of the Receiving Company and of the accounting treatment to be applied in the Merger

In the Merger, all (including known, unknown and conditional) assets, liabilities and responsibilities as well as agreements and commitments and the rights and obligations relating thereto of the Merging Company, and any items that replace or substitute any such item, shall be transferred to the Receiving Company.

The Merger is to be carried out by applying the acquisition method using book values. The merger result will be calculated as a difference of the acquisition cost of the previously held interest in the Merging Company by the Receiving Company and the corresponding net assets of the Merging Company transferred in the Merger.  The assets and the liabilities in the closing accounts of the Merging Company are recognized at book value in appropriate asset and liability line items in the balance sheet of the Receiving Company in accordance with the Finnish Accounting Act (1336/1997, as amended) and the Finnish Accounting Decree (1339/1997, as amended), except for the items relating to receivables and liabilities between the Receiving Company and the Merging Company; these receivables and liabilities will be extinguished in the Merger. The Receiving Company’s assets include shares representing 29,57% in the outstanding shares of the Merging Company. As the value of the shares in the Merging Company in the Receiving Company’s balance sheet is greater than the related net assets transferred to the Receiving Company from the Merging Company the merger loss will be recognized related to previously held interest and allocated to assets and liabilities transferred attributable to the merger loss.

The equity of the Receiving Company shall be formed in the Merger by applying the acquisition method so that the amount corresponding the book value of the net assets of the Merging Company, of which the net assets related to previously held ownership in the Merging Company have been deducted, shall be recorded into reserve for invested unrestricted equity of the Receiving Company with the exception of the increase in share capital as described in Section 9 above.

A description of the assets, liabilities and shareholders’ equity of the Merging Company and an illustration of the post-Merger balance sheet of the Receiving Company is attached to this Merger Plan as Appendix 2.

The final effects of the Merger on the Receiving Company’s balance sheet will be determined according to the circumstances and the laws and regulations governing the preparation of the financial statements in Finland (the “Finnish Accounting Standards”) at the Effective Date of the Merger.

11. Matters outside ordinary business operations

From the date of this Merger Plan, each of the Parties shall continue to conduct their operations in the ordinary course of business and in a manner consistent with past practice of the relevant Party, unless the Parties specifically agree otherwise.

Except as set forth in this Merger Plan and the Combination Agreement, and unless the Parties specifically agree otherwise, the Merging Company and the Receiving Company shall during the Merger process not resolve on any matters (regardless of whether such matters are ordinary or extraordinary) which would affect the shareholders’ equity or number of outstanding shares in the relevant company, including but not limited to corporate acquisitions and divestments, share issues, issue of special rights entitling to shares, acquisition or disposal of treasury shares, dividend distributions, changes in share capital, or any comparable actions, or take or commit to take any such actions, except for:

1. 1. In case of the Receiving Company:

      1. 1. a distribution of funds for the financial year ending December 31, 2021 (if the execution of the Merger has not taken place prior to February 28, 2022) prior to the Effective Date in an aggregate amount not exceeding EUR 180 million and it being understood that (i) the Receiving Company cannot under any circumstances distribute a higher amount of funds than set forth in this sentence and (ii) this sub-section (A)(i) may not restrict the distribution of minority dividend in accordance with the Companies Act; and
         2. issuance of a maximum of 251,230 shares under the current share-based incentive plans;
   2. In case of the Merging Company:
      1. 3. a distribution of funds for the financial year ending December 31, 2021 (if the execution of the Merger has not taken place prior to February 28, 2022) prior to the Effective Date in an aggregate amount not exceeding EUR 40 million and it being understood that (i) the Merging Company cannot under any circumstances distribute a higher amount of funds than the combined amount of the distribution of funds set forth in this sentence and the extra distribution of funds set forth in sub-section (B)(ii) below; and (ii) this sub-section (B)(i) may not restrict the distribution of minority dividend in accordance with the Companies Act (and the possible distribution of minority dividend shall not restrict the extra distribution of funds set forth in sub-section (B)(ii) below); and
         4. an extra distribution of funds in the amount of EUR 2.00 per share either as dividend or return of equity or a combination of the aforementioned prior to the Effective Date to the shareholders of the Merging Company (the “Extra Distribution to Neles Shareholders”);

in each case listed above under sub-sections (A) and (B), as agreed in more detail and in accordance with the Combination Agreement.

For the avoidance of doubt, nothing in this Section or this Merger Plan shall prevent the payment of the share remuneration payable for the members of the Board of Directors of the Merging Company in accordance with the decision by the annual general meeting of the Merging Company held on March 23, 2021.

12. Capital loans

Neither the Merging Company nor the Receiving Company has issued any capital loans, as defined in Chapter 12, Section 1 of the Companies Act.

13. Shareholdings between the Merging Company and the Receiving Company

On the date of this Merger Plan, the Merging Company or its subsidiaries do not hold any shares in the Receiving Company. On the date of this Merger Plan, the Receiving Company holds 44,415,207 shares in the Merging Company.

On the date of this Merger Plan, the Merging Company holds 150,361 treasury shares. Neither of the Companies Participating in the Merger has a parent company.

14. Business mortgages

On the date of this Merger Plan, there are no business mortgages as defined in the Finnish Act on Business Mortgages (634/1984, as amended) pertaining to the assets of either the Merging Company or the Receiving Company.

15. Special benefits or rights in connection with the Merger

The President and CEO of the Merging Company is a participant in certain share-based incentive plans referred to in Section 8 above. Save for the contemplated settlement of share-based incentive plans in cash, conditional upon the execution of the Merger referred to in Section 8 above, no special benefits or rights, each within the meaning of the Companies Act, shall be granted in connection with the Merger to any members of the Board of Directors, the Presidents and CEOs or the auditors of either the Merging Company or the Receiving Company, or to the auditors issuing statements on this Merger Plan to the Merging Company.

The remuneration of the auditors issuing their statement on this Merger Plan and remuneration of the auditor of the Merging Company is proposed to be paid in accordance with an invoice approved by the Board of Directors of the Receiving Company in the case of the auditor of the Receiving Company and by the Board of Directors of the Merging Company in the case of the auditor of the Merging Company. The Merging Company’s auditor will issue a statement referred to in Chapter 16, Section 4, Subsection 1 of the Companies Act to the Merging Company and the Receiving Company’s auditor will issue the said statement to the Receiving Company. The remuneration of the auditor of the Merging Company issuing a report on the final accounts of the Merging Company is proposed to be paid in accordance with an invoice approved by the Board of Directors of the Receiving Company.

16. Planned registration of the execution of the Merger

The planned Effective Date, meaning the planned date of registration of the execution of the Merger, is January 1, 2022 (effective registration time approximately at 00:01), however, subject to the fulfilment of the preconditions in accordance with the Companies Act and the conditions for executing the Merger set forth below in Section 19.

The Effective Date may change if, among other things, the execution of measures described in this Merger Plan takes a shorter or longer time than what is currently estimated, or if circumstances related to the Merger otherwise necessitate a change in the time schedule or if the Boards of Directors of the Companies Participating in the Merger jointly resolve to file the Merger to be registered prior to, or after, the planned registration date.

The Boards of Directors of the Companies Participating in the Merger shall file a notification for the execution of the Merger with the Finnish Trade Register, at the latest, without undue delay after all conditions for the Merger have been fulfilled or duly waived, with a request to the Finnish Trade Register to register the Merger.

17. Listing of the new shares of the Receiving Company and delisting of the shares of the Merging Company

The Receiving Company shall apply for the listing of the new shares to be issued by the Receiving Company as Merger Consideration to public trading on the Helsinki Stock Exchange. For the purposes of the Merger and the listing of the new shares to be issued by the Receiving Company as Merger Consideration, a merger prospectus will be published by the Receiving Company before the Valmet EGM and the Extraordinary General Meeting of the Merging Company resolving on the Merger (the “Neles EGM”).

The trading in the new shares shall begin on the Effective Date or as soon as reasonably possible thereafter.The trading in the shares of the Merging Company on the Helsinki Stock Exchange is expected to end at the end of the last trading day preceding the Effective Date and the shares in the Merging Company are expected to cease to be listed on the Helsinki Stock Exchange as of the Effective Date, at the latest.

18. Language versions

This Merger Plan (including any applicable appendices) has been prepared and executed in the Finnish language and translated into the English language. Should any discrepancies exist between the Finnish version and the unofficial English translation, the Finnish version shall prevail.

19. Conditions for executing the Merger

The execution of the Merger is conditional upon the satisfaction or, to the extent permitted by applicable law, waiver of each of the conditions set forth below:

1. 1. the Merger having been duly approved by the Neles EGM;

   2. shareholders of the Merging Company representing no more than twenty (20) per cent of all shares and votes in the Merging Company having demanded the redemption of his/her/its shares in the Merging Company pursuant to Chapter 16, Section 13 of the Companies Act;
   3. the Merger, the proposed amendments to the Articles of Association, the number and election of the members of the Board of Directors (including the election of the Chairman and the Vice Chairman of the Board of Directors) and the remuneration of the members of the Board of Directors (including remuneration of the members of the Audit Committee and the Remuneration and HR Committee of the Receiving Company) as set forth in Sections 3 and 4 above, as well as the issuance of new shares of the Receiving Company as Merger Consideration to the shareholders of the Merging Company, having been duly approved by the Valmet EGM;
   4. the Extra Distribution to Neles Shareholders referred to in Section 11 above having been authorized by the Neles EGM and having been executed;
   5. if the Completion has not taken place prior to February 28, 2022, the distributions of funds to the shareholders of the Merging Company and the Receiving Company, respectively, as defined in the Combination Agreement and referred to in Section 11 above, other than the Extra Distribution to Neles Shareholders, having been declared to the extent so resolved by the respective general meetings, and executed;
   6. the competition approvals, as defined in the Combination Agreement, having been obtained in accordance with the Combination Agreement;
   7. the regulatory approvals, as defined in the Combination Agreement, having been obtained in accordance with the Combination Agreement;
   8. the Receiving Company having obtained from the Helsinki Stock Exchange written confirmations that the listing of the Merger Consideration on the official list of the Helsinki Stock Exchange will take place on the Effective Date or as soon as possible thereafter;
   9. the financing required in connection with the Merger being available materially in accordance with the post-Merger financing arrangement of the Receiving Company;
   10. no event of default under any arrangement in respect of financial indebtedness of either Party having, as of the Signing Date, an outstanding principal amount of no less than EUR 180 million in respect of Neles and an outstanding principal amount of no less than EUR 440 million in respect of Valmet, having occurred and being continuing or being reasonably likely to occur as a result of the execution of the Merger, if such event of default would, in the opinion of the other Party acting in good faith and after consultation with the Board of Directors of the defaulting Party, be reasonably expected to have a material adverse effect, as defined in the Combination Agreement, on the group of the Receiving Company after the Merger;
   11. no event, circumstance or change having occurred on or after the date of the Combination Agreement that would have a material adverse effect, as defined in the Combination Agreement, in respect of the group of the Merging Company or of the Receiving Company or, the group of the Receiving Company after the Merger;
   12. neither Party not, on or after the date of the Combination Agreement, having received information on an event, circumstance or change having occurred prior to the date of the Combination Agreement and previously undisclosed to it that would have a material adverse effect, as defined in the Combination Agreement, in respect of the group of the Merging Company or of the Receiving Company or, the group of the Receiving Company after the Merger; and
   13. the Combination Agreement remaining in force and not having been terminated in accordance with its provisions.

Each of the Boards of Directors of the Companies Participating in the Merger has the right to, in each of their sole discretion and without approval from the General Meeting of the relevant company, to waive any of the conditions for executing the Merger set out above on behalf of the Merging Company and the Receiving Company respectively.

20. Transfer of employees

All the employees of the Merging Company shall be transferred to the Receiving Company in connection with the execution of the Merger by operation of law as so-called old employees. The Receiving Company shall assume the obligations arising out of the employment and service relationships of the transferring personnel in force as at the Effective Date as well as the obligations resulting from the related benefits.

21. Dispute resolution

Any dispute, controversy or claim between the Parties arising out of or relating to this Merger Plan, or the transactions contemplated hereby, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be three (3). Valmet shall appoint one (1) arbitrator and Neles shall appoint one (1) arbitrator. In the event of a failure by any Party to appoint such party-appointed arbitrator, the Arbitration Institute of the Finland Chamber of Commerce will make the appointment upon the request of the other Party. The third arbitrator, who will act as chairman of the arbitral tribunal, will be appointed by the Arbitration Institute of the Finland Chamber of Commerce unless the two party appointed arbitrators reach an agreement on the arbitrator to be appointed as chairman within fourteen (14) days of the appointment of the latter party-appointed arbitrator. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English, unless otherwise agreed by the Parties.

The Parties agree that the arbitral tribunal may, at the request of either Party, decide by an interim arbitral award a separate issue in dispute if the rendering of an award on other matters in dispute is dependent on the rendering of such an interim arbitral award.

22. Other issues

The Boards of Directors of the Companies Participating in the Merger are jointly authorised to decide on technical amendments to this Merger Plan or its appendices as may be required by authorities or otherwise considered appropriate by the Boards of Directors.______________________________(Signature page follows)

This Merger Plan has been made in two (2) identical counterparts, one (1) for the Merging Company and one (1) for the Receiving Company.

In Helsinki, on July 2, 2021

Appendices to Merger Plan

Appendix 1

Amended Articles of Association of the Receiving Company

Articles of Association of Valmet Oyj

1 §          Trade name and domicile

The company’s trade name is Valmet Oyj in Finnish, Valmet Abp in Swedish, and Valmet Corporation in English. The company’s domicile is Helsinki.

2 §         Field of business

The company’s field of business is, either directly or through its subsidiaries or affiliated companies, to engage globally in designing, developing, manufacturing, building and trading machines, instruments, equipment, production plants, industrial products and systems, and spare parts in the field of technology industry, mainly pulp, paper and power industries and flow control, producing and selling services related to this field of business, such as maintenance and diagnostic services, and other industrial or commercial activities related to this field of business.As the parent company, the company may also attend to the group’s organization, financing, purchases and other similar joint tasks as well as own real estate, shares and interests, carry out securities trading and other investment operations.

3 §         Book-entry system

The company’s shares belong to the book-entry securities system.

4 §         Board of Directors and President

The company has a Board of Directors, a President and, if necessary, one or more Executive Vice Presidents.

The Board of Directors comprises no less than five (5) and no more than eight (8) members. The term of office of each member of the Board of Directors expires at the closing of the first Annual General Meeting of shareholders following the election. The General Meeting of shareholders elects the chairman, the vice chairman and other members of the Board of Directors.

The Board of Directors elects the company’s President and, if necessary, one or more Executive Vice Presidents.

The Board of Directors meets when a meeting is convened by the chairman or, if he/she is unavailable, the vice chairman. The Board of Directors constitutes a quorum when more than one-half of its members are present and one of them is the chairman or the vice chairman.

The resolution of the Board of Directors shall be the opinion which is supported by more than one-half of the members present or, in case of a tie vote, the opinion with which the chairman of the meeting concurs.

5 §         Representation right

The right to represent the company shall be vested with the chairman of the Board of Directors, a member of the Board of Directors and the President, two of them acting jointly, as well as the persons authorized by the Board of Directors to represent the company, two of them acting jointly, or each such person acting together with the chairman of the Board of Directors, a member of the Board of Directors or the President.

6 §         Accounting period

The company’s accounting period is a calendar year.

7 §         Auditor

The company has one (1) auditor, which must be an audit firm approved by the Patent and Registration Office with an authorized public accountant as the auditor in charge.The term of office of the auditor expires at the closing of the Annual General Meeting of shareholders following the election.

8 §            Notice convening a General Meeting of shareholders and the place of General Meetings of shareholders

The notice convening a General Meeting of shareholders must be delivered to the shareholders by publishing the notice on the company’s website or in one or more widely circulated daily newspapers designated by the Board of Directors or otherwise in a verifiable manner no more than three (3) months and no less than three (3) weeks prior to the General Meeting of shareholders, however, in any case, at least nine (9) days prior to the record date of the General Meeting of shareholders referred to in the Companies Act.

In order to participate in the General Meeting of shareholders, a shareholder must register with the company at the latest on the date referred to in the notice convening the meeting, which may be at the earliest ten (10) days prior to the General Meeting of shareholders.

General Meetings of shareholders may be held in Helsinki, Espoo or Vantaa.

9 §         Annual General Meeting of shareholders

At the Annual General Meeting, the following arepresented:

1. 1. 1. the financial statements of the company, which also include the consolidated financial statements of the group, and the report of the Board of Directors;

      2. the auditor’s reports concerning the company and the group;

resolved:

1. 6. 3. adoption of the financial statements of the company, which also include the approval of the consolidated financial statements of the group;

      4. the use of the profit shown on the balance sheet;
      5. releasing the members of the Board of Directors and the President from liability;
      6. the number of members of the Board of Directors;
   7. the remuneration of the chairman, vice chairman and other members of the Board of Directors as well as the auditor;
   8. the adoption of the remuneration policy, when necessary;
   9. the adoption of the remuneration report;
   10. any other matters submitted to the General Meeting by the Board of Directors, auditor or shareholders sufficiently in advance so that the matter can be included in the notice convening the meeting;
   11. any other matters specified in the notice convening the meeting;

elected:

1. 1. 12. the chairman, vice chairman and other necessary members of the Board of Directors; and

      13. the auditor.

If a vote is held at the company’s Annual or Extraordinary General Meeting of shareholders, the chairman of the General Meeting of shareholders shall determine the voting procedure.

Appendix 2

Description of assets, liabilities and shareholders’ equity and valuation of the Merging Company and the preliminary presentation of the balance sheet of the Receiving Company

The following Receiving Company’s illustrative Merger Balance sheet is based on Valmet’s and Neles’ balance sheets as at December 31, 2020 and illustrates the application of the acquisition method using book values for the recording of the Merger to the Receiving Company’s balance sheet as described in Section 10 of this Merger Plan. Neles’ balance sheet information has been aligned with Valmet’s Accounting principles and presentation format. The final effects of the Merger on the balance sheet of the Receiving Company will be determined according to the balance sheet position and the Finnish Accounting Standards in force as per the Effective Date thus the illustrative balance sheet information presented herein is therefore only indicative and subject to change.

1)              The following transactions, that have taken place since December 31, 2020 and before the date of this Merger Plan, have been adjusted in this preliminary presentation of the balance sheet: 1) the dividend distribution of the Receiving Company and Merging Company of EUR 135 million and EUR 33 million respectively for the year ended December 31, 2020 have been deducted from the cash and cash equivalents and retained earnings, 2) the Receiving Company’s share of the Merging Company’s dividend of EUR 10 million for the year ended December 31, 2020 has been included in the profit for the period and cash and cash equivalents, 3) the group contributions received by The Receiving Company and the Merging Company of EUR 187 million and EUR 21 million respectively have been adjusted from the current receivables to cash and cash equivalents, 4) the dividends of EUR 47 million and EUR 60 million received by the  Receiving Company and the Merging Company respectively from their subsidiaries have been presented as an increase in profit for the period and cash and cash equivalents and 5) the net loan amortization of EUR 18 million by the Receiving Company in accordance with its loan amortization plan decreases current liabilities and cash and cash equivalents.

2)             The equity of the Receiving Company shall be formed in the Merger applying the acquisition method so that the amount corresponding to the 70.43% share of the Merging Company’s net assets shall be recorded to reserve for invested unrestricted equity of the Receiving Company with the exception of the increase of EUR 40 million in share capital as described in Section 9. The merger loss of EUR 415 million has been allocated to the equity investments and the previously held interest of EUR 456 million has been eliminated from the equity investments.

3)                 The extra distribution of funds of the Merging Company of EUR 2.00 per share altogether EUR 300 million proposed to be distributed prior to the completion of the Merger have been presented as a deduction of the retained earnings and the reserve for invested unrestricted equity and the related contemplated loan draw down of EUR 212 million has been presented as an increase in the non-current liabilities of the Merging Company. The Receiving Company’s portion of the dividend of EUR 89 million has been presented as an increase in the profit for the period. The Receiving Company’s dividend receivable has been netted against the corresponding dividend liability in the Merging Company’s balance sheet as described in Section 10 of this Merger Plan. 

The preliminary presentation of the balance sheet does not take into account among others the group contributions and dividend payments other than mentioned above to the Effective Date as well as transaction costs related to the Merger which may have a significant impact on the Receiving Company’s merger balance sheet and the Merging Company’s assets and liabilities prior to the execution of the Merger.

ANNEX 2

SUMMARY OF VALMET AND NELES’ FINANCIAL INFORMATION

Valmet key financial information

The following key Valmet financial information has been derived from Valmet’s unaudited January – March 2021 interim review and from the audited consolidated financial statements as at and for the financial years ended December 31, 2020 and December 31, 2019, prepared in accordance with IFRS.

Valmet statement of income information

Valmet balance sheet information

Neles key financial information

The following key Neles financial information has been derived from Neles’ unaudited January – March 2021 interim review and from the audited consolidated financial statements as at and for the financial year ended December 31, 2020, with comparative figures as at and for the financial year ended December 31, 2019, prepared in accordance with IFRS.

Neles statement of income information

¹⁾ Continuing operations

Neles balance sheet information

¹⁾ Includes both continuing and discontinuing operations

Illustrative combined alternative performance measures

This stock exchange release also contains selected alternative performance measures on a combined basis. These alternative performance measures may not be comparable to similarly titled measures as presented by other companies nor between Valmet and Neles. Alternative performance measures are unaudited.

The combined comparable EBITA is presented herein for illustrative purposes and has been calculated as follows:

¹⁾ 1) Items affecting comparability consists of income and expenses arising from activities that amend the capacity of the Combined Company’s operations and income and expenses incurred outside the Combined Company’s normal course of business.

2) Includes illustrative gain on fair valuation of previously held interest in Neles by Valmet of EUR 180 million based on the fair value calculated using Valmet’s share price on June 28, 2021 (EUR 36.68 per share) and a conversion rate of 0.3277.

The combined Gearing presented herein for illustrative purposes have been calculated as follows:

1) Illustrative combined non-current interest-bearing liabilities has been adjusted with the new loan of EUR 212 million assumed to be drawn in connection with the extra distribution of funds to Neles’ shareholders of EUR 2.00 per share proposed to be distributed prior to the completion of the combination.

2) Illustrative combined cash and cash equivalents has been adjusted with both Valmet and Neles’ dividend distribution from year 2020 paid subsequent to March 31, 2021.