Metso Corporation’s Company release on December 17, 2009 at 9:30 a.m.
Metso Corporation announced on November 5, 2009 that Metso and Tamfelt Corp. agreed to combine their operations through a share exchange. On December 4, 2009, Metso announced that shareholders, whose aggregated ownership in Tamfelt Corp. is more than 66,7 per cent had either accepted or undertaken to accept Metso’s exchange offer. This level of acceptances would fulfill the minimum acceptance condition included in the terms and conditions of the share exchange offer.
According to the terms and conditions of the share exchange offer, the share exchange offer remains subject to, inter alia, the receipt of all necessary approvals or permissions from the relevant competition authorities and that possible conditions set forth in such approvals or permissions can be accepted by Metso.
As of the date hereof, Metso has received all necessary approvals or permissions from the relevant competition authorities required for the completion of the share exchange offer on conditions set forth in such approvals or permissions, which are acceptable to Metso.
With the receipt of all necessary approvals or permissions from the relevant competition authorities, all conditions to the share exchange offer have now been satisfied except for the registration of the amendment to the articles of association of Tamfelt with the Trade Register which is expected to take place on December 22, 2009.
The offer period for the share exchange offer began on November 23, 2009 at 9:00 a.m. (Finnish time) and was announced to expire preliminarily on December 18, 2009 at 4:00 p.m.
“We are very pleased with the reception of our exchange offer. I naturally hope that as many of the remaining Tamfelt shareholders as possible will accept our exchange offer. Our intention is to complete the share exchange after the expiration of the original offer period when we can also welcome those Tamfelt shareholders that have accepted the exchange offer as Metso shareholders”, states Jorma Eloranta, President and CEO of Metso”. “We are confident that this transaction will have a positive effect on our competitiveness”.
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.
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