Metso Corporation's stock exchange release on March 25, 2013 at 9:00 a.m. local
The Board of Directors of Metso Corporation has decided to commence a process to
study the potential separation of the company's Pulp, Paper and Power businesses
into a new company, which would be listed on the NASDAQ OMX Helsinki stock
exchange. Metso's current Mining and Construction and Automation businesses
would remain in the current company after the possible separation. The
contemplated transaction would be designed to help the two companies to
capitalize on their strengths in their respective markets faster and more
Jukka Viinanen, Metso's Chairman of the Board, says that Metso has developed its
businesses purposefully during the past years to the point where entering the
next stage of development would be smoother as separate companies. "Both of them
are strong global businesses with well-established positions in their customer
industries. By separating the two, we would seek to accelerate strategy
implementation, as clearer business structures would increase the focus and
ambition of the two companies with distinct growth strategies. The Board also
believes that both companies would be seen as attractive investments, which has
the potential to increase value for our shareholders."
"Developing Mining, Construction and Automation and Pulp, Paper and Power
businesses separately would help the already strong two entities to fully
realize their potential. This would in turn benefit our customers and personnel
through more focused management, superior competence development and customer
services, and through enabling both companies to cultivate their technology and
services offering that would match their goals perfectly," says Matti Kähkönen,
Metso's President and CEO.
The study relating to the possible separation will concentrate on a range of
issues, including certain matters pertaining to taxation and financing. Metso
will also discuss the potential demerger with its customers, suppliers, rating
agencies, creditors, employees and other relevant third parties. The Metso Board
aims to finalize the study process and announce further details about the
possible separation by the end of the second quarter of 2013.
Although no decisions have been taken, the separation, if carried out, would
likely be by means of a demerger (i.e. partial demerger as defined in the
Finnish Companies Act), after which the Mining, Construction and Automation
businesses would remain with Metso, whereas Pulp, Paper and Power businesses
would constitute the new company, which would be listed on the NASDAQ OMX
Helsinki stock exchange. The new company would initially have the same ownership
structure as Metso and would be totally independent from it without any cross-
ownership between Metso and the new company. This strategy study will be headed
by Metso's President and CEO Matti Kähkönen.
If implemented, the demerger would leave Metso shareholders' ownership in the
company unchanged. In addition, Metso shareholders would receive shares in the
new company as demerger consideration in proportion to their shareholding in
If Metso decides to pursue the demerger, the Board of Metso would expect to
approve and register a demerger plan by the end of the second quarter of
2013.Metso's Extraordinary General Meeting would be expected to make its final
decision on the potential demerger during the second half of 2013. The demerger
and listing of the new company's shares would be expected to take place before
the end of 2013.
Significant shareholders of Metso (Solidium, Cevian Capital, Varma Mutual
Pension Insurance Company and Ilmarinen Mutual Pension Insurance Company) have
expressed their support to the Board's decision to commence a strategy study
relating to the possible demerger.
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.
For further information, please contact:
Jukka Viinanen, Chairman of the Board, Metso Corporation, tel. +358 20 484 3000
Matti Kähkönen, President and CEO, Metso Corporation, tel. +358 20 484 3000
Metso will arrange a press conference in Finnish today, March 25, 2013, at
12:00 a.m. EET at the company's headquarters at Fabianinkatu 9A, Helsinki,
Finland. An international conference call for investors and analysts will be
held today, March 25, 2013, at 3 p.m. Finland / 1 p.m. London / 9 a.m. New York.
The call-in numbers are as follows: +1 877 491 0064 for the US and
+44 20 7162 0077 for other countries using access code 930570. An instant replay
of the call will be available until April 8, 2013, on +1 954 334 0342 (US) and
+44 20 7031 4064 (other countries) with an access code 930570.
VP, Investor Relations
NASDAQ OMX Helsinki Ltd