Final result of Metso Corporation's share exchange offer for all issued and outstanding shares and stock options of Tamfelt Corp.
Metso Corporation's Company release on December 23, 2009 at 9:45 a.m.
According to the final result of the share exchange offer, the shares tendered in the share exchange offer represent 98 percent of all the shares and votes in Tamfelt (including shares already owned by Metso). All of the stock options were tendered in the share exchange offer.
The offer period in the share exchange offer by Metso Corporation for all issued and outstanding shares and stock options of Tamfelt Corp. expired on December 18, 2009. Metso announced on December 21, 2009 that it will complete the share exchange offer, subject only to the amendment to the articles of association of Tamfelt being registered with the Trade Register. The amendment to the articles of association of Tamfelt has been registered with the Trade Register on December 22, 2009.
All the conditions to completion of the share exchange offer have been fulfilled and, consequently, Metso will complete the share exchange offer in accordance with its terms and conditions preliminarily today, December 23, 2009, with respect to all of those holders of shares and stock options of Tamfelt who have validly accepted the share exchange offer and who have not validly withdrawn their acceptance. The completion trades of the shares will be settled preliminarily on December 28, 2009.
Metso's intention is to acquire all the shares of Tamfelt. As Metso has acquired more than nine-tenths (9/10) of all the shares and votes conferred by them, Metso will present to Tamfelt shareholders a redemption demand in accordance with the Finnish Companies Act. Accordingly, those shares which have not been exchanged in the share exchange offer will be redeemed in the manner prescribed in the Finnish Companies Act.
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 for investors, please contact:
Marja Kortesalo, Investor Relations Manager, Metso Corporation, tel. +358 20 484 3211
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.
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