Microsoft Cloud Authors: Jim Kaskade, Lori MacVittie, Andreas Grabner, Janakiram MSV, Pat Romanski

News Feed Item

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

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.

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

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

Juha Rouhiainen
VP, Investor Relations

NASDAQ OMX Helsinki Ltd


* 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:

Jukka Viinanen
Chairman of the Board
Metso Corporation
tel. +358 20 484 3000

Matti Kahkonen
President and CEO
Metso Corporation
tel. +358 20 484 3000

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

@ThingsExpo Stories
Smart Cities are here to stay, but for their promise to be delivered, the data they produce must not be put in new siloes. In his session at @ThingsExpo, Mathias Herberts, Co-founder and CTO of Cityzen Data, will deep dive into best practices that will ensure a successful smart city journey.
Two weeks ago (November 3-5), I attended the Cloud Expo Silicon Valley as a speaker, where I presented on the security and privacy due diligence requirements for cloud solutions. Cloud security is a topical issue for every CIO, CISO, and technology buyer. Decision-makers are always looking for insights on how to mitigate the security risks of implementing and using cloud solutions. Based on the presentation topics covered at the conference, as well as the general discussions heard between sessi...
November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Penta Security is a leading vendor for data security solutions, including its encryption solution, D’Amo. By using FPE technology, D’Amo allows for the implementation of encryption technology to sensitive data fields without modification to schema in the database environment. With businesses having their data become increasingly more complicated in their mission-critical applications (such as ERP, CRM, HRM), continued ...
In his general session at 18th Cloud Expo, Lee Atchison, Principal Cloud Architect and Advocate at New Relic, discussed cloud as a ‘better data center’ and how it adds new capacity (faster) and improves application availability (redundancy). The cloud is a ‘Dynamic Tool for Dynamic Apps’ and resource allocation is an integral part of your application architecture, so use only the resources you need and allocate /de-allocate resources on the fly.
SYS-CON Events announced today that Cloudbric, a leading website security provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Cloudbric is an elite full service website protection solution specifically designed for IT novices, entrepreneurs, and small and medium businesses. First launched in 2015, Cloudbric is based on the enterprise level Web Application Firewall by Penta Security Sys...
Virgil consists of an open-source encryption library, which implements Cryptographic Message Syntax (CMS) and Elliptic Curve Integrated Encryption Scheme (ECIES) (including RSA schema), a Key Management API, and a cloud-based Key Management Service (Virgil Keys). The Virgil Keys Service consists of a public key service and a private key escrow service. 

Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
SYS-CON Events announced today that MathFreeOn will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. MathFreeOn is Software as a Service (SaaS) used in Engineering and Math education. Write scripts and solve math problems online. MathFreeOn provides online courses for beginners or amateurs who have difficulties in writing scripts. In accordance with various mathematical topics, there are more tha...
In an era of historic innovation fueled by unprecedented access to data and technology, the low cost and risk of entering new markets has leveled the playing field for business. Today, any ambitious innovator can easily introduce a new application or product that can reinvent business models and transform the client experience. In their Day 2 Keynote at 19th Cloud Expo, Mercer Rowe, IBM Vice President of Strategic Alliances, and Raejeanne Skillern, Intel Vice President of Data Center Group and ...
The best way to leverage your Cloud Expo presence as a sponsor and exhibitor is to plan your news announcements around our events. The press covering Cloud Expo and @ThingsExpo will have access to these releases and will amplify your news announcements. More than two dozen Cloud companies either set deals at our shows or have announced their mergers and acquisitions at Cloud Expo. Product announcements during our show provide your company with the most reach through our targeted audiences.
@ThingsExpo has been named the Top 5 Most Influential Internet of Things Brand by Onalytica in the ‘The Internet of Things Landscape 2015: Top 100 Individuals and Brands.' Onalytica analyzed Twitter conversations around the #IoT debate to uncover the most influential brands and individuals driving the conversation. Onalytica captured data from 56,224 users. The PageRank based methodology they use to extract influencers on a particular topic (tweets mentioning #InternetofThings or #IoT in this ...
There is growing need for data-driven applications and the need for digital platforms to build these apps. In his session at 19th Cloud Expo, Muddu Sudhakar, VP and GM of Security & IoT at Splunk, will cover different PaaS solutions and Big Data platforms that are available to build applications. In addition, AI and machine learning are creating new requirements that developers need in the building of next-gen apps. The next-generation digital platforms have some of the past platform needs a...
"We've discovered that after shows 80% if leads that people get, 80% of the conversations end up on the show floor, meaning people forget about it, people forget who they talk to, people forget that there are actual business opportunities to be had here so we try to help out and keep the conversations going," explained Jeff Mesnik, Founder and President of ContentMX, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Intelligent machines are here. Robots, self-driving cars, drones, bots and many IoT devices are becoming smarter with Machine Learning. In her session at @ThingsExpo, Sudha Jamthe, CEO of IoTDisruptions.com, will discuss the next wave of business disruption at the junction of IoT and AI, impacting many industries and set to change our lives, work and world as we know it.
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, will discuss the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They will also review two "free infrastruct...
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smar...
In past @ThingsExpo presentations, Joseph di Paolantonio has explored how various Internet of Things (IoT) and data management and analytics (DMA) solution spaces will come together as sensor analytics ecosystems. This year, in his session at @ThingsExpo, Joseph di Paolantonio from DataArchon, will be adding the numerous Transportation areas, from autonomous vehicles to “Uber for containers.” While IoT data in any one area of Transportation will have a huge impact in that area, combining sensor...
In his general session at 19th Cloud Expo, Manish Dixit, VP of Product and Engineering at Dice, will discuss how Dice leverages data insights and tools to help both tech professionals and recruiters better understand how skills relate to each other and which skills are in high demand using interactive visualizations and salary indicator tools to maximize earning potential. Manish Dixit is VP of Product and Engineering at Dice. As the leader of the Product, Engineering and Data Sciences team a...
Join IBM November 2 at 19th Cloud Expo at the Santa Clara Convention Center in Santa Clara, CA, and learn how to go beyond multi-speed it to bring agility to traditional enterprise applications. Technology innovation is the driving force behind modern business and enterprises must respond by increasing the speed and efficiency of software delivery. The challenge is that existing enterprise applications are expensive to develop and difficult to modernize. This often results in what Gartner calls...
Although it has gained significant traction in the consumer space, IoT is still in the early stages of adoption in enterprises environments. However, many companies are working on initiatives like Industry 4.0 that includes IoT as one of the key disruptive technologies expected to reshape businesses of tomorrow. The key challenges will be availability, robustness and reliability of networks that connect devices in a business environment. Software Defined Wide Area Network (SD-WAN) is expected to...