Valmet Oyj’s Extraordinary General Meeting resolved to approve the merger of Valmet Oyj and Neles Corporation and the resolutions relating to the merger proposed to the Extraordinary General Meeting
Valmet Oyj’s Extraordinary General Meeting resolved to approve the merger of Valmet Oyj and Neles Corporation and the resolutions relating to the merger proposed to the Extraordinary General Meeting
Valmet Oyj’s stock exchange release on September 22, 2021 at 3:15 p.m. EEST
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The Extraordinary General Meeting (the “General Meeting”) of Valmet Oyj (“Valmet”) was held today, on Wednesday September 22, 2021 at 2:00 p.m. EEST at Hall 101 of Messukeskus Helsinki, Messuaukio 1, 00520 Helsinki, Finland. In order to reduce the risk of infection resulting from the coronavirus (COVID-19) situation, Valmet sought to keep the General Meeting as short as possible and to limit the number of participants.
Resolution on the merger
The General Meeting approved the merger of Neles Corporation (“Neles”) into Valmet through a statutory absorption merger under the Finnish Companies Act (624/2006, as amended) in accordance with the merger plan (the “Merger”) signed by the Boards of Directors of Valmet and Neles on July 2, 2021 (the “Merger Plan”) and approved the Merger Plan. The Merger as a whole and the resolution of the General Meeting including the resolutions concerning the amendment of the Articles of Association of Valmet, issuance of new shares in Valmet as Merger Consideration (as defined below), increase of share capital of Valmet, the number of members, composition and remuneration of the Board of Directors of Valmet and the temporary deviation from the Charter of Valmet’s Shareholders' Nomination Board are conditional upon and will become effective upon the registration of the execution of the Merger.
- Amendment of the Articles of Association
The General Meeting resolved, conditionally upon the completion of the Merger, to amend the articles of association of Valmet in accordance with the Merger Plan. The amended articles of association are included in full as an appendix of this release.
- Merger consideration
The General Meeting resolved in accordance with the proposal of the Board of Directors to issue the shareholders of Neles as merger consideration 0.3277 new shares in Valmet for each share they hold in Neles (“Merger Consideration”).
In case the number of shares received by a shareholder of Neles as Merger Consideration (per each individual book-entry account) is a fractional number, the fractions shall be rounded down to the nearest whole number. Fractional entitlements to new shares in Valmet shall be aggregated and sold in public trading on Nasdaq Helsinki Ltd and the proceeds shall be distributed to shareholders of Neles entitled to receive such fractional entitlements in proportion to their holding of such fractional entitlements. Any costs related to the sale and distribution of fractional entitlements shall be borne by Valmet.
The final total number of shares in Valmet to be issued as Merger Consideration shall be determined on the basis of the number of shares in Neles held by shareholders of Neles, other than Neles itself and Valmet, at the end of the trading day preceding the execution of the Merger. Such total number of shares to be issued as Merger Consideration shall be rounded down to the nearest full share.
The final total amount of Merger Consideration may be affected by, among others, any change concerning the number of shares issued by and outstanding in Neles or held by Neles as treasury shares, e.g., Neles transferring existing treasury shares in accordance with existing share-based incentive plans, prior to the date of registration of the execution of the Merger with the Finnish Trade Register (the “Effective Date”).
- Increase of share capital
The General Meeting resolved in accordance with the proposal of the Board of Directors to increase the share capital of Valmet by EUR 40,000,000, in connection with the registration of the execution of the Merger.
- Number of members of the Board of Directors
The General Meeting resolved in accordance with the proposal of the Board of Directors that the number of members of the Board of Directors of Valmet, including the Chairman and Vice Chairman of the Board of Directors, shall be eight (8).
- Composition of the Board of Directors
The General Meeting resolved in accordance with the proposal of the Board of Directors that Aaro Cantell, Pekka Kemppainen, Monika Maurer, Eriikka Söderström and Per Lindberg, each a current member of the Board of Directors of Valmet, are conditionally elected to continue to serve on the Board of Directors of Valmet, and that Anu Hämäläinen, a current member of the Board of Directors of Neles, is conditionally elected as a new member of the Board of Directors of Valmet, that Mikael Mäkinen, current Chairman of the Board of Directors of Valmet, is conditionally elected as Chairman of the Board of Directors of Valmet and that Jaakko Eskola, current Chairman of the Board of Directors of Neles, is conditionally elected as Vice Chairman of the Board of Directors of Valmet, each for the term commencing on the Effective Date and expiring at the end of the first Annual General Meeting of Valmet following the Effective Date.
The term of the currently serving members of the Board of Directors not conditionally elected to continue in the Board of Directors of Valmet for the term commencing on the Effective Date shall end on the Effective Date.
- Remuneration of members of the Board of Directors
The General Meeting resolved in accordance with the proposal of the Board of Directors that in line with the resolutions on Board remuneration made by the Annual General Meeting of Valmet held on March 23, 2021, the members of the Board of Directors of Valmet conditionally elected for the term commencing on the Effective Date and expiring at the end of the first Annual General Meeting of Valmet following the Effective Date will be paid annual fees as follows:
- EUR 118,000 for the Chairman of the Board;
- EUR 70,000 for the Vice Chairman of the Board; and
- EUR 56,000 for a Board member.
In line with the resolutions of the Annual General Meeting of Valmet held on March 23, 2021, a base fee of EUR 7,000 will be paid for each member of the Audit Committee, EUR 14,000 for the Chairman of the Audit Committee, EUR 4,000 for each member of the Remuneration and HR Committee, and EUR 6,000 for the Chairman of the Remuneration and HR Committee.
In line with the resolutions of the Annual General Meeting of Valmet held on March 23, 2021, the new members of the Board of Directors will be paid a meeting fee of EUR 750 per meeting in addition to the fixed annual fee for those new members whose place of residence is in Nordic countries, EUR 1,500 for those new members whose place of residence is elsewhere in Europe and EUR 3,000 for those new members whose place of residence is outside of Europe for the Board meetings attended, including the meetings of the committees of the Board of Directors.
For meetings in which a new Board member participates via remote connection, including the meetings of the committees of the Board of Directors, a meeting fee of EUR 750 will be paid to new Board members. Further, a meeting fee of EUR 1,500 will be paid to new Board members for a Board travel meeting.
The annual remuneration of the new Board members elected hereunder shall be paid in proportion to the length of their term in office.
Otherwise, the resolutions on Board remuneration made by the Annual General Meeting of Valmet held on March 23, 2021 shall remain in force unaffected.
- Temporary deviation from Charter of Shareholders’ Nomination Board
The General Meeting resolved in accordance with the proposal of the Board of Directors that a temporary deviation is made from the Charter of Shareholders’ Nomination Board to the effect that the composition of the Shareholders' Nomination Board will be amended after the Effective Date and the right to nominate representatives to the Shareholders’ Nomination Board following the Effective Date shall be vested with the shareholders having the largest share of the votes represented by all the shares in Valmet on the first business day following the Effective Date, provided that the Effective Date occurs no less than four (4) months prior to the planned date of the next Annual General Meeting of Valmet.
Other Information
The execution of the Merger is still subject to, inter alia, obtaining necessary merger control approvals by the relevant competition authorities. The planned Effective Date of the Merger is January 1, 2022. The planned Effective Date may change, and the actual Effective Date may be earlier or later than the above-mentioned date.
The proposed resolutions formed an entirety that required the adoption of all its individual items (including items (i)-(vii)) by a single resolution. The General Meeting could only approve or reject the proposed resolutions but not amend them.
The minutes of the General Meeting will be available on Valmet’s website as of October 6, 2021 at the latest. A recording of the presentation of the Merger held by President and CEO Pasi Laine will be available on Valmet’s website after the General Meeting.
Neles has today, on September 22, 2021, published a stock exchange release regarding the resolutions taken by its Extraordinary General Meeting. Neles’ Extraordinary General Meeting today approved the Merger Plan and resolved on Neles’ merger with Valmet.
VALMET OYJ
For further information, please contact:
Rasmus Oksala, General Counsel, Valmet, tel. +358 50 3173 830
Pekka Rouhiainen, Director, Investor Relations, Valmet, tel. +358 10 672 0020
Important Notice
In a number of jurisdictions, in particular in Australia, Canada, Hong Kong, South Africa, Singapore, Japan and the United States, the distribution of this release may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). In particular, neither the Merger Consideration shares nor any other securities referenced in this release have been registered or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States and as such neither the Merger Consideration shares nor any other security referenced in this release may be offered or sold in the United States except pursuant to an applicable exemption from registration under the Securities Act. There will be no public offering of securities in the United States.
This release is neither an offer to sell nor the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States or any other jurisdiction in which such offering, solicitation or sale would be unlawful. Save as required by applicable law or regulation, this release must not be forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States, or otherwise in or into any jurisdiction where the distribution of these materials would breach any applicable law or regulation, or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws.
This release contains forward-looking statements. All statements other than statements of historical fact included in this release are forward-looking statements. Forward-looking statements give the combined company’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance, benefits of the Merger, and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as “expect”, “aim”, “intend”, “may”, “plan”, “would”, “could”, and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the combined company’s control that could cause the combined company’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the combined company’s present and future business strategies and the environment in which it will operate in the future. Shareholders should not rely on these forward-looking statements. Neither Valmet nor Neles, nor any of their respective affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release. Further, there can be no certainty that the Merger will be completed in the manner and timeframe described in this release and the merger prospectus, or at all.
ANNEX 1: Articles of Association
Valmet is the leading global developer and supplier of process technologies, automation and services for the pulp, paper and energy industries. We aim to become the global champion in serving our customers.
Valmet’s strong technology offering includes pulp mills, tissue, board and paper production lines, as well as power plants for bioenergy production. Our advanced services and automation solutions improve the reliability and performance of our customers’ processes and enhance the effective utilization of raw materials and energy.
Valmet’s net sales in 2020 were approximately EUR 3.7 billion. Our 14,000 professionals around the world work close to our customers and are committed to moving our customers’ performance forward – every day. Valmet’s head office is in Espoo, Finland and its shares are listed on the Nasdaq Helsinki.
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