Stock Exchange release November 20, 2009 07:30:00 AM CET
METSO CORPORATION'S EXCHANGE OFFER FOR ALL ISSUED AND OUTSTANDING SHARES AND STOCK OPTIONS OF TAMFELT CORP. BEGINS ON NOVEMBER 23, 2009
Metso Corporation's company release on November 20, 2009 at 8:30 a.m.
Metso Corporation (Metso) and Tamfelt Corp. (Tamfelt) agreed on November 5, 2009 to combine their operations. According to the combination agreement, the combination will be carried out through a share exchange. In the share exchange, Metso offers Tamfelt's shareholders 3 new shares issued by Metso for each 10 Tamfelt shares. Metso offers EUR 0.35 for each stock option issued by Tamfelt. The Board of Directors of Tamfelt unanimously recommends that Tamfelt's shareholders and holders of Stock Options accept Metso's offer.
The offer period for the share exchange offer will begin on November 23, 2009 at 9:00 a.m. (Finnish time) and preliminarily expires on December 18, 2009 at 4:00 p.m.
The Finnish Financial Supervisory Authority has on November 19, 2009 approved the Share Exchange Offer Document and the listing particulars for the share exchange offer.
The Finnish language Share Exchange Offer Document will be available on the internet at www.metso.com, www.tamfelt.fi and www.seb.fi starting on November 20, 2009, and at the reception of NASDAQ OMX Helsinki Ltd at Fabianinkatu 14, Helsinki, Finland, at the Group head office of Metso at Fabianinkatu 9 A, Helsinki, Finland, at the Tamfelt headquarters at Yrittäjänkatu 21, Tampere, Finland, and at the offices of Skandinaviska Enskilda Banken AB (publ) Helsinki Branch at Unioninkatu 30, Helsinki, Finland, starting on November 23, 2009. The Finnish language Share Exchange Offer Document can also be ordered by telephone at +358 20 484 3255 or by e-mail email@example.com.
The terms and conditions of the share exchange offer are attached in their entirety to this stock exchange release (Attachment 1).
Metso is a global supplier of sustainable technology and services for mining, construction, power generation, automation, recycling and the pulp and paper industries. We have about 26,500 employees in more than 50 countries. www.metso.com
Further information, please contact:
Johanna Henttonen, Vice President, Investor Relations, Metso Corporation, tel. +358 20 484 3253
This release may not be released or otherwise distributed, in whole or in part, in or into Australia, Canada, Japan, New Zealand, South Africa or the United States. This release is not a tender offer document and as such does not constitute an offer or invitation to make a sales offer. Investors shall accept the Share Exchange Offer for the shares and the offer for the Stock Options only on the basis of the information provided in a share exchange offer document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any share exchange offer document or registration or other requirements would apply in addition to those undertaken in Finland.
The share exchange offer document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. In particular, the Share Exchange Offer or the offer for the Stock Options is not being made, directly or indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or the Internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Canada, Japan, New Zealand, South Africa or the United States. The Share Exchange Offer or offer for the Stock Options cannot be accepted by any such use, means or instrumentality or from within Australia, Canada, Japan, New Zealand, South Africa or the United States.
Executive Vice President and CFO
Vice President, Group Communications
NASDAQ OMX Helsinki Ltd