Welcome!

Microsoft Cloud Authors: Andreas Grabner, Stackify Blog, Liz McMillan, David H Deans, Automic Blog

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
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

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

[HUG#1706159]

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
Everywhere we turn in our industry we can find strong opinions about the direction, type and nature of cloud’s impact on computing and business. Another word that is used in every context in our industry is “hybrid.” In his session at 20th Cloud Expo, Alvaro Gonzalez, Director of Technical, Partner and Field Marketing at Peak 10, will use a combination of a few conceptual props and some research recently commissioned by Peak 10 to offer a real-world consideration of how the various categories of...
Five years ago development was seen as a dead-end career, now it’s anything but – with an explosion in mobile and IoT initiatives increasing the demand for skilled engineers. But apart from having a ready supply of great coders, what constitutes true ‘DevOps Royalty’? It’ll be the ability to craft resilient architectures, supportability, security everywhere across the software lifecycle. In his keynote at @DevOpsSummit at 20th Cloud Expo, Jeffrey Scheaffer, GM and SVP, Continuous Delivery Busine...
Detecting internal user threats in the Big Data eco-system is challenging and cumbersome. Many organizations monitor internal usage of the Big Data eco-system using a set of alerts. This is not a scalable process given the increase in the number of alerts with the accelerating growth in data volume and user base. Organizations are increasingly leveraging machine learning to monitor only those data elements that are sensitive and critical, autonomously establish monitoring policies, and to detect...
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
The 21st International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Machine Learning and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding busin...
Multiple data types are pouring into IoT deployments. Data is coming in small packages as well as enormous files and data streams of many sizes. Widespread use of mobile devices adds to the total. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists will look at the tools and environments that are being put to use in IoT deployments, as well as the team skills a modern enterprise IT shop needs to keep things running, get a handle on all this data, and deli...
SYS-CON Events announced today that Systena America will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Systena Group has been in business for various software development and verification in Japan, US, ASEAN, and China by utilizing the knowledge we gained from all types of device development for various industries including smartphones (Android/iOS), wireless communication, security technology and IoT serv...
SYS-CON Events announced today that Loom Systems will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Founded in 2015, Loom Systems delivers an advanced AI solution to predict and prevent problems in the digital business. Loom stands alone in the industry as an AI analysis platform requiring no prior math knowledge from operators, leveraging the existing staff to succeed in the digital era. With offices in S...
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend @CloudExpo | @ThingsExpo, June 6-8, 2017, at the Javits Center in New York City, NY and October 31 - November 2, 2017, Santa Clara Convention Center, CA. Learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
SYS-CON Events announced today that EARP Integration will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. EARP Integration is a passionate software house. Since its inception in 2009 the company successfully delivers smart solutions for cities and factories that start their digital transformation. EARP provides bespoke solutions like, for example, advanced enterprise portals, business intelligence systems an...
We build IoT infrastructure products - when you have to integrate different devices, different systems and cloud you have to build an application to do that but we eliminate the need to build an application. Our products can integrate any device, any system, any cloud regardless of protocol," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA
SYS-CON Events announced today that Enzu will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY, and the 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive ad...
Existing Big Data solutions are mainly focused on the discovery and analysis of data. The solutions are scalable and highly available but tedious when swapping in and swapping out occurs in disarray and thrashing takes place. The resolution for thrashing through machine learning algorithms and support nomenclature is through simple techniques. Organizations that have been collecting large customer data are increasingly seeing the need to use the data for swapping in and out and thrashing occurs ...
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm.
SYS-CON Events announced today that delaPlex will exhibit at SYS-CON's @CloudExpo, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. delaPlex pioneered Software Development as a Service (SDaaS), which provides scalable resources to build, test, and deploy software. It’s a fast and more reliable way to develop a new product or expand your in-house team.
SYS-CON Events announced today that Interoute has been named “Bronze Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Interoute is the owner operator of Europe's largest network and a global cloud services platform, which encompasses over 70,000 km of lit fiber, 15 data centers, 17 virtual data centers and 33 colocation centers, with connections to 195 additional partner data centers. Our full-service Unifie...
SYS-CON Events announced today that Progress, a global leader in application development, has been named “Bronze Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Enterprises today are rapidly adopting the cloud, while continuing to retain business-critical/sensitive data inside the firewall. This is creating two separate data silos – one inside the firewall and the other outside the firewall. Cloud ISVs oft...
SYS-CON Events announced today that WineSOFT will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Based in Seoul and Irvine, WineSOFT is an innovative software house focusing on internet infrastructure solutions. The venture started as a bootstrap start-up in 2010 by focusing on making the internet faster and more powerful. WineSOFT’s knowledge is based on the expertise of TCP/IP, VPN, SSL, peer-to-peer, mob...
SYS-CON Events announced today that Carbonite will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Carbonite protects your entire IT footprint with the right level of protection for each workload, ensuring lower costs and dependable solutions with DoubleTake and Evault.
SYS-CON Events announced today that Progress, a global leader in application development, has been named “Bronze Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Enterprises today are rapidly adopting the cloud, while continuing to retain business-critical/sensitive data inside the firewall. This is creating two separate data silos – one inside the firewall and the other outside the firewall. Cloud ISVs ofte...