Munksjö Oyj publishes a prospectus related to the demerger of Ahlstrom's Label and Processing business in Brazil
Helsinki, Finland, 2013-06-28 13:30 CEST (GLOBE NEWSWIRE) --
MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE
NOT TO BE DISTRIBUTED IN OR INTO AUSTRALIA,
CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF
CHINA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR THE UNITED STATES.
The Finnish Financial Supervisory Authority has
today approved the Finnish language version of the summary and securities note
prepared by the company for the issue of shares in connection with the demerger
of Ahlstrom Corporation's Label and Processing business in Brazil (Coated
Specialties). The summary and securities note together with the registration
document published on 16 November, 2012 forms the company's prospectus for the
shares issued as demerger consideration.
The demerger is part of the process through which
Munksjö AB and Ahlstrom's Label and Processing business will be combined.
According to the demerger plan, all assets and liabilities that belong to
Coated Specialties will be transferred to Munksjö Oyj through a partial
demerger. Munksjö Oyj's and Ahlstrom Corporation's Board of Directors signed a
new demerger plan related to Coated Specialties on 13 May, 2013 and cancelled
the previous demerger plan. The previous demerger plan was cancelled as not all
the relevant regulatory approvals were received before the expiration of the
decision made by Ahlstrom's Extraordinary General Meeting on 27 November, 2012.
Ahlstrom Corporation has convened an Extraordinary General Meeting on 4 July,
2013 to approve the demerger of Coated Specialties and the execution of the
demerger is expected to take place by the end of 2013.
The prospectus contains the following
previously unpublished information:
As trading in Munksjö's shares has commenced on
the Helsinki Stock Exchange, the preliminary fair value of the consideration
transferred for Coated Specialties has been updated in the pro forma financials
to correspond to the quoted market price of Munksjö's share as at 11 June, 2013
(EUR 6.10). Based on this share price the preliminary fair value of the
consideration transferred amounts to EUR 75.0 million whereas the preliminary
fair value previously disclosed amounted to EUR 112.4 million. The difference
of EUR 37.4 million has been recorded as a decrease in goodwill and in equity.
The final consideration transferred for Coated Specialties will be based on the
quoted market price of the Munksjö share when the demerger is executed and thus
the final value of the consideration transferred and goodwill related thereto,
remain subject to change.
The Finnish language version of the prospectus
together with an unofficial English language translation will be available on
Munksjö's website at www.munksjo.com as of 1 July, 2013, at the latest.
Munksjö Oyj
For more information:
Jan Åström, President and CEO, tel. +46 10 250
1001
Åsa Fredriksson, SVP HR and Communications, tel.
+46 10 250 1003
Laura Lindholm, Investor Relations Manager, tel.
+46 10 250 1026
Disclaimer
This document may not be distributed in or into
Australia, Canada, the Hong Kong special administrative region of the People's
Republic of China, Japan, New Zealand, South Africa or the United States. The
information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy the securities referred to herein in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration, exemption from registration or qualification under the
securities laws of any such jurisdiction.
This document is not an offer for sale of
securities in the United States. Securities may not be offered or sold in the
United States absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended. Ahlstrom Corporation, Munksjö AB and
Munksjö Oyj have not registered, and do not intend to register, any offering of
the Munksjö shares in the United States. There will be no public offering of
the Munksjö shares in the United States.
This document is only being distributed to and is
only directed at (i) persons who are outside the United Kingdom or (ii) to
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii)
high net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order or (iv)
persons who are members or creditors of the company to which this communication
relates, falling within article 43(2) of the Order (all such persons in (i),
(ii) (iii) and (iv) above together being referred to as "relevant persons").
Any investment activity to which this document relates will be only available
to and will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its
contents.
Attachments:Publishing of the CS prospectus 28062013 ENG.pdf