Stock exchange release May 31, 2013 10:00 AM EEST

Metso's Board approves a demerger plan to divide Metso into two companies

Metso Corporation's stock exchange release on May 31, 2013 at 10:00 a.m. local time

  * The Board has completed a strategy study, resulting in the signing of a
    demerger plan
  * The new parent company for Metso's Pulp, Paper and Power businesses will be
    named Valmet Corporation
  * Financing arrangements for Valmet are in place; Metso has received consents
    and waivers from most of its lenders and will immediately start a bondholder
    consent process
  * Extraordinary General Meeting is planned to be held on or about October
    1, 2013


The Board of Directors of Metso Corporation has completed a strategy study and
concluded that going forward a demerger would offer the best potential for its
Pulp, Paper and Power businesses as well as its Mining and Construction and
Automation businesses to utilize their respective strengths in their customer
industries faster and more efficiently. Metso has developed its businesses
actively during the past decade through investing in the development of their
global service capabilities, broadening their technology offering through
substantial R&D and building their market positions through acquisitions. Both
new entities would be globally leading companies in their respective markets and
the next steps in their strategic development would be taken most efficiently as
two separate companies, enabling more focused and crystallized strategies and
operations. The increased management and board focus should also help the two
independent companies in achieving stronger growth and improved profitability.
This would also be expected to result in increased value for shareholders
inasmuch as both companies would have their own distinct characteristics and
would offer different investment profiles.

Metso's Board has today approved a demerger plan to transfer all the assets,
debts and liabilities of Metso's Pulp, Paper and Power businesses to a newly-
formed company that will be named Valmet Corporation. An application will be
made to list the shares of Valmet on the NASDAQ OMX Helsinki stock exchange.
Following the demerger, Metso's current Mining and Construction and Automation
businesses would remain in the current company, which would continue to operate
under the Metso name. Valmet would initially have the same ownership structure
as Metso and would be totally independent without any cross-ownership between
Metso and Valmet.

The demerger will require the approval of an Extraordinary General Meeting of
Metso and the registration of the completion of the demerger with the Finnish
Trade Register following the creditor hearing process pursuant to the Finnish
Companies Act. If approved, the planned registration date of the completion of
the demerger is December 31, 2013 and public trading in new Valmet shares on
NASDAQ OMX Helsinki is expected to commence as soon as possible thereafter.

Jukka Viinanen, Metso's Chairman of the Board, says that the Board of Directors
recommends that shareholders approve the demerger. "After carefully reviewing
various alternatives that would accelerate the implementation of Metso's
strategy and its growth, the Board has concluded that spinning off Metso's Pulp,
Paper and Power businesses through a demerger offers the best potential to
increase the focus and ambition of Valmet and Metso and the implementation of
their respective distinct growth strategies. The Board believes that this,
together with the creation of two attractive investment alternatives, would also
create strong potential to increase value for Metso's shareholders."

Matti Kähkönen, Metso's President and CEO, says: "As a long-standing Metso
employee, I am proud that our Pulp, Paper and Power businesses have developed
into a strong globally leading company over the past decade and are now ready to
take their next steps as an independent company. The Valmet name reflects the
long heritage of these businesses and symbolizes their exceptional engineering
achievements. Based on preliminary feedback, I am convinced that both our
customers and our personnel - both in the Pulp, Paper and Power businesses and
in the Mining and Construction and Automation businesses - would benefit from
the independent governance and strategy that two separate companies would offer.
Both Valmet and Metso would be sizeable, globally leading businesses with strong
balance sheets. Strengthening their respective cultures, goals and agility to
execute their strategy through a demerger would enable them to realize their
full potential in the future."

In approving the demerger plan, the Board of Directors has sought to ensure the
strong financial position for both Valmet and Metso. Certain key financial
figures for each company based upon the attached illustrative consolidated pro-
forma balance sheets and income statements as of and for the year ended December
31, 2012 (with such assumptions and adjustments as are described therein) are as
follows:

  * Metso Corporation: Total assets of EUR 4,005 million, total equity of EUR
    1,362 million, gross debt of EUR 1,095 million, net debt of EUR 388 million,
    net sales of EUR 4,499 million, and EBITA before non-recurring items of EUR
    496 million
  * Valmet Corporation: Total assets of EUR 2,637 million, total equity of EUR
    865 million, gross debt of EUR 195 million, net debt of EUR -72 million, net
    sales of EUR 3,005 million, and EBITA before non-recurring items of EUR 192
    million
Alongside its strategy study, Metso has taken steps to arrange financing for
both Metso and Valmet in preparation for the demerger. This process has included
obtaining consents and waivers from the lenders under Metso's EUR 500 million
revolving credit facility and also from a majority of the lenders under its
bilateral loan arrangements, which consents and waivers, in the aggregate, cover
financial facilities totaling approximately EUR 2,700 million. In order to
facilitate the demerger process, Metso will today also launch a consent
solicitation process in respect of Metso's bonds issued under the company's EMTN
programme. The aggregate nominal amount of these bonds is approximately EUR 900
million and they would, in accordance with the demerger plan, remain obligations
of Metso. Metso has also agreed on a new committed back-up facility of EUR 500
million to support the consent solicitation process with the bondholders.

Metso has also arranged new funding for Valmet, including a EUR 200 million term
loan, with a maturity of three years, and a EUR 200 million syndicated revolving
credit facility, with a maturity of five years from the demerger date.

Metso has received a favorable pre-ruling from the Finnish tax authorities
confirming the tax-neutral treatment of the demerger in Finland.

Metso plans to hold an Extraordinary General Meeting on or about October
1, 2013 to decide on the demerger and other Board proposals based on the
demerger plan. A separate notice related to the Extraordinary General Meeting
will be issued by the Metso Board at a later time. Certain major Metso
shareholders, including Solidium, Cevian Capital, Varma Mutual Pension Insurance
Company and Ilmarinen Mutual Pension Insurance Company, have signed an
undertaking to vote in favor of the demerger at the Extraordinary General
Meeting. The demerger and listing prospectus, which is expected to be published
in September 2013, will contain more detailed information on the demerger as
well as on Valmet and Metso and their financial position.

The Metso Board will propose to the Extraordinary General Meeting that Valmet's
Board of Directors would partly consist of certain current members of the Metso
Board, whose directorship in Metso would end upon the registration of the
completion of the demerger, and partly of one or more new members to be elected
by the Extraordinary General Meeting. Similarly, the Metso Board will propose to
the Extraordinary General Meeting that the Metso Board would, after the
completion of the demerger, partly consist of those of its current members who
will not become members of the Valmet Board, and partly of one or more new
members to be elected by the Extraordinary General Meeting.

According to the attached demerger plan, the transaction would be executed as a
partial demerger, as defined in the Finnish Companies Act. Upon registration of
the completion of the demerger, Metso shareholders would receive, as demerger
consideration, one (1) share in Valmet for each Metso share that they hold. No
action would be required from shareholders to receive this demerger
consideration.

SEB Corporate Finance is acting as the financial advisor for Metso and as the
Lead Manager and Arranger for the demerger, while White & Case LLP is acting as
Metso's legal counsel.

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.

www.metso.com, www.twitter.com/metsogroup

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, May 31, 2013, at 1:00pm
EET at the company's headquarters at Fabianinkatu 9A, Helsinki, Finland. An
international conference call for investors and analysts will be held today, May
31, 2013, at 3:00pm EET / 1:00pm London / 8:00am 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 conference id 932934. An instant replay of the call will be
available until June 14, 2013, on +1 954 334 0342 (US) and +44 20 7031 4064
(other countries) with an access code 932934.



Metso Corporation

Harri Nikunen
CFO

Juha Rouhiainen
VP, Investor Relations

Distribution:
NASDAQ OMX Helsinki Ltd
Media
www.metso.com



Attachments:

  * The Demerger Plan and its appendices, excluding Appendices 2 and 4 (Metso's
    financial statements as of and for the year ended December 31, 2012 and a
    description of Metso's business mortgages, respectively)
  * The unaudited illustrative consolidated balance sheets of Valmet Corporation
    and Metso Corporation as of December 31, 2012 and March 31, 2013 and the
    unaudited illustrative consolidated income statements of Valmet Corporation
    and Metso Corporation for the year ended on December 31, 2012 and for the
    three months ended on March 31, 2013