|By Marketwired .||
|May 31, 2013 03:27 AM EDT||
HELSINKI, FINLAND -- (Marketwired) -- 05/31/13 --
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 Kahkonen, 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.
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
* 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
Demerger plan: http://hugin.info/3017/R/1706159/564619.pdf
Illustrative figures: http://hugin.info/3017/R/1706159/564620.pdf
This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Metso Corporation via Thomson Reuters ONE
For further information, please contact:
Chairman of the Board
tel. +358 20 484 3000
President and CEO
tel. +358 20 484 3000
The 3rd International Internet of @ThingsExpo, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that its Call for Papers is now open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.
Nov. 28, 2014 02:00 PM EST Reads: 1,928
Cultural, regulatory, environmental, political and economic (CREPE) conditions over the past decade are creating cross-industry solution spaces that require processes and technologies from both the Internet of Things (IoT), and Data Management and Analytics (DMA). These solution spaces are evolving into Sensor Analytics Ecosystems (SAE) that represent significant new opportunities for organizations of all types. Public Utilities throughout the world, providing electricity, natural gas and water, are pursuing SmartGrid initiatives that represent one of the more mature examples of SAE. We have s...
Nov. 27, 2014 04:00 PM EST Reads: 1,995
The security devil is always in the details of the attack: the ones you've endured, the ones you prepare yourself to fend off, and the ones that, you fear, will catch you completely unaware and defenseless. The Internet of Things (IoT) is nothing if not an endless proliferation of details. It's the vision of a world in which continuous Internet connectivity and addressability is embedded into a growing range of human artifacts, into the natural world, and even into our smartphones, appliances, and physical persons. In the IoT vision, every new "thing" - sensor, actuator, data source, data con...
Nov. 27, 2014 04:00 PM EST Reads: 2,078
How do APIs and IoT relate? The answer is not as simple as merely adding an API on top of a dumb device, but rather about understanding the architectural patterns for implementing an IoT fabric. There are typically two or three trends: Exposing the device to a management framework Exposing that management framework to a business centric logic Exposing that business layer and data to end users. This last trend is the IoT stack, which involves a new shift in the separation of what stuff happens, where data lives and where the interface lies. For instance, it's a mix of architectural styles ...
Nov. 27, 2014 03:00 PM EST Reads: 2,093
The Internet of Things is tied together with a thin strand that is known as time. Coincidentally, at the core of nearly all data analytics is a timestamp. When working with time series data there are a few core principles that everyone should consider, especially across datasets where time is the common boundary. In his session at Internet of @ThingsExpo, Jim Scott, Director of Enterprise Strategy & Architecture at MapR Technologies, discussed single-value, geo-spatial, and log time series data. By focusing on enterprise applications and the data center, he will use OpenTSDB as an example t...
Nov. 27, 2014 03:00 PM EST Reads: 2,241
An entirely new security model is needed for the Internet of Things, or is it? Can we save some old and tested controls for this new and different environment? In his session at @ThingsExpo, New York's at the Javits Center, Davi Ottenheimer, EMC Senior Director of Trust, reviewed hands-on lessons with IoT devices and reveal a new risk balance you might not expect. Davi Ottenheimer, EMC Senior Director of Trust, has more than nineteen years' experience managing global security operations and assessments, including a decade of leading incident response and digital forensics. He is co-author of t...
Nov. 27, 2014 01:00 PM EST Reads: 2,134
The Internet of Things will greatly expand the opportunities for data collection and new business models driven off of that data. In her session at @ThingsExpo, Esmeralda Swartz, CMO of MetraTech, discussed how for this to be effective you not only need to have infrastructure and operational models capable of utilizing this new phenomenon, but increasingly service providers will need to convince a skeptical public to participate. Get ready to show them the money!
Nov. 27, 2014 11:00 AM EST Reads: 1,959
The Internet of Things will put IT to its ultimate test by creating infinite new opportunities to digitize products and services, generate and analyze new data to improve customer satisfaction, and discover new ways to gain a competitive advantage across nearly every industry. In order to help corporate business units to capitalize on the rapidly evolving IoT opportunities, IT must stand up to a new set of challenges. In his session at @ThingsExpo, Jeff Kaplan, Managing Director of THINKstrategies, will examine why IT must finally fulfill its role in support of its SBUs or face a new round of...
Nov. 27, 2014 10:00 AM EST Reads: 1,956
One of the biggest challenges when developing connected devices is identifying user value and delivering it through successful user experiences. In his session at Internet of @ThingsExpo, Mike Kuniavsky, Principal Scientist, Innovation Services at PARC, described an IoT-specific approach to user experience design that combines approaches from interaction design, industrial design and service design to create experiences that go beyond simple connected gadgets to create lasting, multi-device experiences grounded in people's real needs and desires.
Nov. 27, 2014 08:00 AM EST Reads: 1,942
Enthusiasm for the Internet of Things has reached an all-time high. In 2013 alone, venture capitalists spent more than $1 billion dollars investing in the IoT space. With "smart" appliances and devices, IoT covers wearable smart devices, cloud services to hardware companies. Nest, a Google company, detects temperatures inside homes and automatically adjusts it by tracking its user's habit. These technologies are quickly developing and with it come challenges such as bridging infrastructure gaps, abiding by privacy concerns and making the concept a reality. These challenges can't be addressed w...
Nov. 27, 2014 07:45 AM EST Reads: 2,064
The Domain Name Service (DNS) is one of the most important components in networking infrastructure, enabling users and services to access applications by translating URLs (names) into IP addresses (numbers). Because every icon and URL and all embedded content on a website requires a DNS lookup loading complex sites necessitates hundreds of DNS queries. In addition, as more internet-enabled ‘Things' get connected, people will rely on DNS to name and find their fridges, toasters and toilets. According to a recent IDG Research Services Survey this rate of traffic will only grow. What's driving t...
Nov. 27, 2014 07:00 AM EST Reads: 2,124
Connected devices and the Internet of Things are getting significant momentum in 2014. In his session at Internet of @ThingsExpo, Jim Hunter, Chief Scientist & Technology Evangelist at Greenwave Systems, examined three key elements that together will drive mass adoption of the IoT before the end of 2015. The first element is the recent advent of robust open source protocols (like AllJoyn and WebRTC) that facilitate M2M communication. The second is broad availability of flexible, cost-effective storage designed to handle the massive surge in back-end data in a world where timely analytics is e...
Nov. 27, 2014 06:45 AM EST Reads: 2,103
Scott Jenson leads a project called The Physical Web within the Chrome team at Google. Project members are working to take the scalability and openness of the web and use it to talk to the exponentially exploding range of smart devices. Nearly every company today working on the IoT comes up with the same basic solution: use my server and you'll be fine. But if we really believe there will be trillions of these devices, that just can't scale. We need a system that is open a scalable and by using the URL as a basic building block, we open this up and get the same resilience that the web enjoys.
Nov. 27, 2014 06:45 AM EST Reads: 2,179
We are reaching the end of the beginning with WebRTC, and real systems using this technology have begun to appear. One challenge that faces every WebRTC deployment (in some form or another) is identity management. For example, if you have an existing service – possibly built on a variety of different PaaS/SaaS offerings – and you want to add real-time communications you are faced with a challenge relating to user management, authentication, authorization, and validation. Service providers will want to use their existing identities, but these will have credentials already that are (hopefully) i...
Nov. 27, 2014 04:00 AM EST Reads: 1,775
"Matrix is an ambitious open standard and implementation that's set up to break down the fragmentation problems that exist in IP messaging and VoIP communication," explained John Woolf, Technical Evangelist at Matrix, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Nov. 27, 2014 04:00 AM EST Reads: 1,837
P2P RTC will impact the landscape of communications, shifting from traditional telephony style communications models to OTT (Over-The-Top) cloud assisted & PaaS (Platform as a Service) communication services. The P2P shift will impact many areas of our lives, from mobile communication, human interactive web services, RTC and telephony infrastructure, user federation, security and privacy implications, business costs, and scalability. In his session at @ThingsExpo, Robin Raymond, Chief Architect at Hookflash, will walk through the shifting landscape of traditional telephone and voice services ...
Nov. 26, 2014 02:00 PM EST Reads: 2,102
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at Internet of @ThingsExpo, James Kirkland, Chief Architect for the Internet of Things and Intelligent Systems at Red Hat, described how to revolutioniz...
Nov. 24, 2014 07:00 PM EST Reads: 2,259
Bit6 today issued a challenge to the technology community implementing Web Real Time Communication (WebRTC). To leap beyond WebRTC’s significant limitations and fully leverage its underlying value to accelerate innovation, application developers need to consider the entire communications ecosystem.
Nov. 24, 2014 12:00 PM EST Reads: 2,025
The definition of IoT is not new, in fact it’s been around for over a decade. What has changed is the public's awareness that the technology we use on a daily basis has caught up on the vision of an always on, always connected world. If you look into the details of what comprises the IoT, you’ll see that it includes everything from cloud computing, Big Data analytics, “Things,” Web communication, applications, network, storage, etc. It is essentially including everything connected online from hardware to software, or as we like to say, it’s an Internet of many different things. The difference ...
Nov. 24, 2014 11:00 AM EST Reads: 2,379
Cloud Expo 2014 TV commercials will feature @ThingsExpo, which was launched in June, 2014 at New York City's Javits Center as the largest 'Internet of Things' event in the world.
Nov. 24, 2014 09:00 AM EST Reads: 2,247