Metso Corporation's stock exchange release on May 31, 2013 at 10:15 a.m. local time
Metso Corporation announces the launch of a consent solicitation process to solicit consents and waivers from the holders of the outstanding notes of certain series of notes issued pursuant to its EMTN Programme to pass an extraordinary resolution at a separate meeting of noteholders of each such series to sanction (a) the waiver and authorisation of any breach or any alleged breach of certain of the terms and conditions of the notes and (b) waivers in respect of certain statutory rights that such noteholders may have under Finnish law, in each case, as may be caused by, or arise in respect of, the proposed demerger of Metso's Pulp, Paper and Power businesses into an independent company.
The details of the consent solicitation are more fully described in the attached Luxembourg Stock Exchange "Launch Notice" and the Consent Solicitation Memorandum referred to therein.
This announcement must be read in conjunction with the Consent Solicitation Memorandum. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial 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 Metso Corporation to inform themselves about, and to observe, any such restrictions.
Metso is a global supplier of technology and services to customers in the process industries, including mining, construction, pulp and paper, power, and oil and gas. Our 30,000 professionals based in over 50 countries contribute to sustainability and deliver profitability to customers worldwide. Metso's shares are listed on the NASDAQ OMX Helsinki Ltd.
Further information, please contact:
Minna Helppi, SVP, Group Treasurer, Metso Corporation, tel +358 20 484 3195
VP, Investor Relations
NASDAQ OMX Helsinki Ltd
Luxembourg Stock Exchange "Launch Notice"
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement contains important information which should be read carefully before any decision is made with respect to the Proposal (as defined below) and must be read in conjunction with the Consent Solicitation Memorandum (as defined below). Any individual or company whose Notes (as defined below) are held by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity and instruct such entity, as the holder of such Notes, to consent in accordance with the customary procedures of Euroclear or Clearstream (as defined in the Consent Solicitation Memorandum), as applicable. Any Noteholder (as defined below) who is in doubt as to what action to take should contact an independent professional adviser for advice on the merits of the Proposal including, without limitation, the tax consequences thereof.
Neither this announcement nor the Consent Solicitation Memorandum constitutes an invitation to participate in the Proposal 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 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 the Issuer, the Solicitation Agents, the Tabulation Agent and the Fiscal Agent (each as defined below) to inform themselves about, and to observe, any such restrictions.
Announcement of solicitation of consents by
(incorporated with limited liability in the Republic of Finland)
in respect of the outstanding
Series 13 USD 150,000,000 Index-Linked Notes due 8 February 2018 (ISIN: XS0346152332; Common Code: 034615233)
Series 16 USD 75,000,000 Index-Linked Notes due 10 April 2018 (ISIN: XS0357341394; Common Code: 035734139)
(together, the "USD Notes")
Series 20 EUR 40,000,000 Fixed Rate Notes due 13 May 2018 (ISIN: XS0626477524; Common Code: 062647752)
Series 20 EUR 300,000,000 7.250 per cent. Notes due 10 June 2014 (ISIN: XS0432617891; Common Code: 043261789)
Series 22 EUR 100,000,000 Fixed Rate Notes due 27 June 2022 (ISIN: XS0795500437; Common Code: 079550043)
Series 23 EUR 400,000,000 2.750 per cent. Notes due 4 October 2019 (ISIN: XS0838968849; Common Code: 083896884)
(together, the "Euro Notes")
Series 21 SEK 300,000,000 Floating Rate Notes due July 2018 (ISIN: XS0643372468; Common Code: 064337246)
(the "SEK Notes")
issued under its €1,500,000,000 Euro Medium Term Note Programme
(each a "Series" and the USD Notes, the Euro Notes and the SEK Notes, and together, the "Notes")
Helsinki, 31 May 2013
Metso Corporation hereby announces the launch of a consent solicitation (the "Consent Solicitation") to solicit consents from the beneficial holders of the outstanding Notes of each Series (the "Noteholders") to consider and, if thought fit, pass an extraordinary resolution at a separate meeting of Noteholders of each Series (each a "Meeting" and together, the "Meetings") to sanction (a) the waiver and authorisation of any breach or any alleged breach of certain of the terms and conditions of the Notes and (b) certain waivers in respect of certain statutory rights that such Noteholders may have under Finnish law, in each case as may be caused by, or arise in respect of, the proposed Demerger (as defined below), all as more fully described in the Consent Solicitation Memorandum (as defined below) (the "Proposal").
The Consent Solicitation is being made on the terms and subject to the conditions set out in the Consent Solicitation Memorandum dated as of the date hereof (the "Consent Solicitation Memorandum"). Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.
The board of directors of the Issuer proposes that the Issuer shall demerge in a partial demerger (the "Demerger") to the effect that all assets, debts and liabilities of the Issuer which relate to its pulp, paper and power businesses shall transfer, without liquidation, to a company to be incorporated in the demerger ("Valmet Corporation"), in the manner set forth in the demerger plan dated 31 May 2013 (the "Demerger Plan"). A copy of the Demerger Plan, including appendices, is set out in Appendix 1 to the Consent Solicitation Memorandum.
The Demerger shall be carried out in compliance with the provisions of Chapter 17 of the Finnish Companies Act (624/2006, as amended) (the "Finnish Companies Act"), and Section 52 c of the Finnish Business Income Tax Act (360/1968, as amended).
Terms of the Proposal
Among other things, the Issuer is requesting that the Noteholders of each Series of Notes sanction:
1. (a) the irrevocable and unconditional waiver and authorisation of any breach or any alleged breach whether caused by the threat of, in anticipation of, in connection with, or as a result of, the proposed Demerger, of the following Conditions of each such Series:
(i) Condition 13(c)(ii) (Cross-default of Issuer or Material Subsidiary); and
(ii) Condition 13(f)(iv) (Insolvency etc) (insofar as the Demerger contemplates the cessation of a substantial part of the Issuer's business);
(b) the irrevocable and unconditional waiver and authorisation of any breach or any alleged breach whatsoever of any other obligation under or in respect of the Notes which may be breached or may be capable of being breached by the threat of, in anticipation of, in connection with, or as a result, of the proposed Demerger;
(c) all other consequential changes to the Conditions as are necessary for or expedient to the waivers set out above in paragraphs (a) and (b) above; and
2. (a) the irrevocable and unconditional waiver of their statutory right to object to the Demerger pursuant to Chapter 17, Section 6 of the Finnish Companies Act;
(b) the irrevocable and unconditional waiver of any and all of the rights that they may have to make claims against Valmet Corporation after the Effective Date on the basis of any actual or alleged Secondary Demerger Liability with respect to the Notes;
(c) an acknowledgement and agreement that, with effect from the Effective Date, Valmet Corporation shall not have any obligations or liability whatsoever towards the Noteholders under or in relation to such Series of Notes.
The Meetings of Noteholders of each Series (starting with the Series 13 Notes) will start at 11 a.m. (London time) on 24 June 2013, with subsequent Meetings in respect of each other Series (in order of ascending series number) being held at five (5) minutes intervals thereafter or after the completion of preceding Meeting (whichever is later), in each case at the office of White & Case LLP, 5 Old Broad Street, London EC2N 1DW, United Kingdom.
In relation to each Series of Notes, Noteholders who submit or deliver Electronic Voting Instructions voting in favour of an Extraordinary Resolution (i) prior to the Early Instruction Deadline (as set out below) shall be eligible to receive an amount equal to 0.45 per cent. of the principal amount of the Notes which are the subject of the Electronic Voting Instruction (the "Early Instruction Fee") and (ii) after the Early Instruction Deadline but prior to the Late Instruction Deadline (as set out below) shall be eligible to receive an amount equal to 0.10 per cent. of the principal amount of the Notes which are the subject of the Electronic Voting Instruction (the "Basic Instruction Fee"), subject in each case to the relevant Extraordinary Resolution being duly passed. Noteholders who submit or deliver Electronic Voting Instructions after the Early Instruction Deadline will not be eligible to receive the Early Instruction Fee and Noteholders who submit or deliver Electronic Voting Instructions after the Late Instruction Deadline will not be eligible to receive the Basic Instruction Fee.
Noteholders who deliver voting instructions other than by way of Electronic Voting Instructions or who deliver Electronic Voting Instructions voting against the Extraordinary Resolution and/or deliver Electronic Voting Instructions after the relevant Fee Instruction Deadline will not be eligible to receive the relevant Instruction Fee. Noteholders who attend the Meeting(s) in person or by proxy will not be eligible to receive the relevant Instruction Fee.
|Event||Date and Time|
|Announcement of the Proposal and Notices of Meetings to be given to Noteholders of each Series of Notes. Consent Solicitation Memorandum made available at the offices of the Issuer and the Tabulation Agent.||31 May 2013|
|Early Instruction Deadline - latest time and date for receipt by the Tabulation Agent of Electronic Voting Instructions in order for Noteholders to be eligible to receive the Early Instruction Fee||4 p.m. (London time) on 14 June 2013|
|Late Instruction Deadline - latest time and date for receipt by the Tabulation Agent of Electronic Voting Instructions in order for Noteholders to be eligible to receive the Basic Instruction Fee||4 p.m. (London time) on 20 June 2013|
|Time and date of the Meetings||The first Meeting (for the Series 13 Notes) will start at 11 a.m. (London time) on 24 June 2013, with subsequent Meetings in respect of each other Series (in order of ascending series number) being held at five (5) minutes intervals thereafter or after the completion of preceding Meeting (whichever is later)|
|Notice of the results of the Meetings intended to be given to Noteholders for Series of Notes for which the Meetings were quorate||As soon as reasonably practicable following the relevant Meeting|
|If an Extraordinary Resolution is passed at any Meeting:|
|Settlement Date (in respect of a Meeting that was not adjourned) for payment of Instruction Fees to Noteholders who have submitted or delivered Electronic Voting Instructions by the relevant Fee Instruction Deadline and have not (except in the limited circumstances as permitted herein) subsequently revoked or amended such instructions||27 June 2013|
|If any Meeting is adjourned, the times and dates set out above will be amended in the manner set out in the Consent Solicitation Memorandum|
Voting and Quorum
To be passed at a Meeting, an Extraordinary Resolution requires a majority of not less than 75 per cent. of the votes cast. If passed, an Extraordinary Resolution shall be binding on all the Noteholders, whether or not present at the Meeting, and each of them shall be bound to give effect to it accordingly.
The quorum required at a Meeting of each Series of Notes shall be two or more persons present in person holding Notes or voting certificates or being proxies and holding or representing in the aggregate a clear majority in principal amount of the Notes of the Series in respect of which the Meeting is convened for the time being outstanding.
If within 15 minutes after the time fixed for the Meeting a quorum is not present, the Meeting shall stand adjourned to such date, being not less than 14 days nor more than 42 days later, and to such place as the chairman may decide. At least 10 days' notice of an adjourned Meeting shall be given, in the same manner as for the original Meeting. Notice of the adjourned meeting shall state the quorum required at the adjourned meeting.
At any adjourned Meeting, the quorum shall be two or more persons present in person holding Notes or voting certificates or being proxies (whatever the principal amount of the Notes so held or represented) shall form a quorum and may pass any resolution and decide upon all matters which could properly have been dealt with at the original Meeting had a quorum been present at such meeting.
If the Meeting is adjourned for lack of quorum, it is the intention of the Issuer to arrange for a notice convening the adjourned Meeting to be held as soon as reasonably practicable (in accordance with the Meeting Provisions (as defined herein)) following such adjournment.
Electronic Voting Instructions given and voting certificates obtained by Noteholders in respect of the Meeting shall remain valid for such adjourned Meeting unless, in the case of Electronic Voting Instructions, revoked or amended in the limited circumstances permitted herein or, in the case of voting certificates, surrendered not less than 48 hours before the time appointed for any adjourned meeting.
Further Details of the Consent Solicitation
Danske Bank A/S, Merrill Lynch International and Skandinaviska Enskilda Banken AB (publ) are acting as Solicitation Agents and Lucid Issuer Services Limited is acting as Tabulation Agent.
Noteholders may, at any time during normal business hours on any weekday (Saturdays, Sundays and bank and other public holidays in the relevant jurisdiction excepted) prior to the Meetings, inspect copies of the Consent Solicitation Memorandum at the specified offices of the Issuer and the Tabulation Agent set out below.
Any questions regarding the terms of the Proposal or the Consent Solicitation may be directed to the Issuer, the Tabulation Agent and the Solicitation Agents at the addresses and telephone numbers specified below:
|The Issuer is:|
| METSO CORPORATION|
Fabianinkatu 9 A
Telephone: +358 20 484 100
Email: email@example.com / firstname.lastname@example.org
Facsimile: +358 20 484 3141
Attention: Minna Helppi / Henry Lindqvist
|The Solicitation Agents are:|
| Danske Bank A/S|
2-12 Holmens Kanal
DK - 1092 Copenhagen K
Telephone: +45 45 14 39 64
Facsimile: +45 45 14 91 97
Attention: 3775 Debt Capital Markets
| MERRIL LYNCH INTERNATIONAL|
2 King Edward Street
London EC1A 1HQ
For information by telephone: +44 207 995 3715 / 2324
Email: email@example.com / firstname.lastname@example.org
Attention: Liability Management - John Cavanagh / Tommaso Gros-Pietro
| Skandinaviska Enskilda Banken AB (publ)|
Telephone: +46 8 506 232 18
Facsimile: +46 8 763 83 80
Attention: EMTN Desk
|The Tabulation Agent is:|
| LUCID ISSUER SERVICES LIMITED|
436 Essex Road
London N1 3QP
Telephone: +44 (0) 20 7704 0880
Attention: Thomas Choquet / Victor Parzyjagla
|The Fiscal Agent and the Paying Agent is:|
| CITIBANK, N.A. |
Citigroup Centre, Canada Square
London E14 5LB
Telephone: +353 1 622 0866
Facsimile: +353 1 622 2210
Attention: PPA Payments
The Solicitation Agents and the Tabulation Agent do not take any responsibility for the contents of this announcement or the Consent Solicitation Memorandum. None of the Solicitation Agents or the Tabulation Agent, nor any of their respective affiliates, makes any recommendation to Noteholders as to whether or not to agree to the Proposal or to vote in favour of the Extraordinary Resolution.