Munksjö and Ahlstrom to complete the combination of

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Nov 25, 2013 at 10:45 AM

Munksjö and Ahlstrom to complete the combination of Ahlstrom’s Label and Processing business in Brazil with Munksjö

Helsinki, Finland, 2013-11-25 16:30 CET (GLOBE NEWSWIRE) -- MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE, 25 November, 2013 at 4.30 pm CET NOT TO BE DISTRIBUTED IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR THE UNITED STATES. Munksjö Oyj (Munksjö) and Ahlstrom Corporation (Ahlstrom) have today agreed to complete the combination of Ahlstrom’s Label and Processing business in Brazil (Coated Specialties) with Munksjö. The Boards of Munksjö and Ahlstrom are expected to formally resolve on the execution of the Coated Specialties demerger on 29 November, 2013 and to notify the execution of the demerger for registration with the Finnish Trade Register on 2 December, 2013. The demerger is the final step in the process through which Munksjö AB and Ahlstrom's Label and Processing business are combined. As part of the Coated Specialties completion, Munksjö and Ahlstrom have agreed that Ahlstrom is responsible for the detachment process of the real estate in Jacarei, Brazil, and the transfer of the real estate to Munksjö. The parties have also agreed on a warranty arrangement covering potential financial consequences in the event that the real estate transfer to Munksjö cannot be carried out. In the Coated Specialties demerger the shareholders of Ahlstrom will receive as demerger consideration 0.265 new shares in Munksjö for each share owned in Ahlstrom. The number of new shares to be issued as demerger consideration will be determined based on the shareholding in Ahlstrom and taking into account all trades made, although not settled, in Ahlstrom’s shares by the end of the day when the Boards of Ahlstrom and Munksjö have resolved on the execution of the demerger, expected to occur on 29 November, 2013. An estimated total of 12 363 370 new shares in Munksjö Oyj will be issued as demerger consideration to Ahlstrom's shareholders in the Coated Specialties demerger. In case the number of shares received by a shareholder of Ahlstrom as demerger consideration would be a fractional number, the fractions shall be rounded down to the nearest whole number. No demerger consideration will be paid on the basis of own shares held by Ahlstrom. The new shares to be issued by Munksjö as demerger consideration to Ahlstrom’s shareholders are expected to be registered with the Finnish Trade Register on 2 December, 2013. The new shares carry a right to dividend and other shareholder rights as from their registration with the Finnish Trade Register. More information on the Coated Specialties demerger and the demerger consideration is available on the company’s investor website, www.munksjo.com/investors . Munksjö Oyj For more information, please contact: Åsa Fredriksson, SVP HR and Communications, tel. +46 10 250 1003 Laura Lindholm, Investor Relations Manager, tel. +46 10 250 1026 Munksjö – Materials for innovative product design The Munksjö Group is an international specialty paper company with a unique product offering for a large number of industrial applications and consumer-driven products. Founded in 1862, Munksjö is among the leading producers in the world of high-value added papers within attractive market segments such as Decor paper, Release Liners, Electrotechnical paper, Abrasive backings and Interleaving paper for steel. Given Munksjö’s global presence and way of integrating with its customers’ operations, the company forms a global service organisation with approximately 3,000 employees. Production facilities are located in France, Sweden, Germany, Italy, Spain and China. Munksjö Oyj is listed on NASDAQ OMX Helsinki. Read more at www.munksjo.com . Disclaimer This document may not be distributed in or into Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, New Zealand, South Africa or the United States. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Ahlstrom Corporation, Munksjö AB and Munksjö Oyj have not registered, and do not intend to register, any offering of the Munksjö shares in the United States. There will be no public offering of the Munksjö shares in the United States. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons who are members or creditors of the company to which this communication relates, falling within article 43(2) of the Order (all such persons in (i), (ii) (iii) and (iv) above together being referred to as “relevant persons”). Any investment activity to which this document relates will be only available to and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

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