Ahlstrom announces a consent solicitation for its senior unsecured notes and convenes a noteholders' meeting
Not for release, publication or distribution in or into the United States or to any person located or resident in any other jurisdiction where it is unlawful to distribute this announcement.
Ahlstrom Corporation STOCK EXCHANGE RELEASE December 2, 2016 at 13:45
Ahlstrom announces a consent solicitation for its senior unsecured notes and convenes a noteholders' meeting
Ahlstrom Corporation announces a consent solicitation for its outstanding EUR 100 000 000 senior unsecured callable fixed rate notes due 2019 (ISIN FI4000108501) (the "Notes") to solicit consents, waivers and decisions to amend the terms and conditions of the Notes (the "Proposal") as may be required for, or in relation to, the statutory absorption merger of Ahlstrom Corporation into Munksjö Oyj as announced on November 7, 2016 (the "Combination").
Ahlstrom Corporation commences a consent solicitation process and convenes a meeting of noteholders to be held on January 10, 2017 at 9:00 a.m. EET at Nordea's offices at Aleksis Kiven katu 7, FI-00500 Helsinki, Finland, to resolve on the Proposal (the "Meeting"). The notice of the Meeting is attached hereto.
In the consent solicitation process, Ahlstrom Corporation will offer instruction fees as follows:
(i) a noteholder who submits a valid voting instruction in favour of the Proposal prior to 12:00 noon EET on December 23, 2016 is eligible to receive a fee of 0.50 per cent of the principal amount of the Notes voted for (the "Early Instruction Fee") and (ii) a noteholder, who is not eligible to receive the Early Instruction Fee but submits a valid voting instruction before 12:00 noon EET on January 5, 2017 or who attends the Meeting and signs a valid voting instruction at the latest at the Meeting, is eligible to receive a fee of 0.10 per cent of the principal amount of the Notes voted for (the "Basic Instruction Fee"). The payment of any instruction fee is conditional on (i) the Proposal being passed at the Meeting, and (ii) the completion of the Combination.
The details of the terms and conditions of the consent solicitation (including the voting instructions) are set out in a separate consent solicitation memorandum, which is made available by the Solicitation Agents.
Solicitations Agents:
Nordea Bank Finland Plc: NordeaLiabilityManagement@Nordea.com / +45 61612996
SEB: SEBLiabilityManagement@SEB.se / +358 961628520
Paying Agent:
Nordea Bank Finland Plc: is.operations.fi@nordea.com
Ahlstrom Corporation
Mikko Lankinen
Vice President, Treasury
Tel. +358 (0)400 429 277
Juho Erkheikki
Investor Relations & Financial Communications Manager
Tel. +358 10 888 4731
Ahlstrom in brief
Ahlstrom provides innovative fiber-based materials with a function in everyday life. We are committed to growing and creating stakeholder value by proving the best performing sustainable fiber-based materials. Our products are used in everyday applications such as filters, medical fabrics, life science and diagnostics, wallcoverings, tapes, and food and beverage packaging. In 2015, Ahlstrom's net sales amounted to EUR 1.1 billion. Our 3,300 employees serve customers in 22 countries. Ahlstrom's share is quoted on the Nasdaq Helsinki. More information is available at www.ahlstrom.com.
Disclaimer
In respect of the consent solicitation process, this announcement must be read in conjunction with the consent solicitation memorandum. If any noteholder is in any doubt as to the contents of this stock exchange release, the information contained in the consent solicitation memorandum or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Neither this announcement nor the consent solicitation memorandum constitutes an invitation to participate in the consent solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution or publication of this announcement or of the consent solicitation memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the consent solicitation memorandum comes are required by Ahlstrom Corporation to inform themselves about, and to observe, any such restrictions.
The consent solicitation is only being made outside the United States. Neither this announcement nor the consent solicitation memorandum is an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, unless an exemption from the registration requirements of the Securities Act is available.
The notice to notesholders' meeting is attached as a PDF document to this release.