Metso Corporation's Extraordinary General Meeting approved a demerger plan on
October 1, 2013, pursuant to which all the assets, debts, and liabilities
relating to Metso's Pulp, Paper and Power businesses will transfer without
liquidation to Valmet Corporation. Metso's Mining and Construction segment and
Automation segment will form Metso's continuing operations.
The demerger is expected to be registered in the Finnish Trade Register on or
about December 31, 2013, after which Valmet shares will be admitted for public
trading on NASDAQ OMX Helsinki on or about January 2, 2014.
A prospectus relating to Valmet Corporation, an entity to be established as part
of Metso's partial demerger, was published on September 23, 2013 and is
available on Metso's website (www.metso.com).
Basis of the Preparation of Unaudited Illustrative Financial Information
The following unaudited illustrative financial information is presented to
illustrate the result of operations and the financial position of Metso's
continuing operations had the demerger taken place on January 1, 2012. The
unaudited illustrative information in respect of Metso set out below is based
upon financial information derived from Metso's audited consolidated financial
statements as of and for the year ended December 31, 2012, restated for the
impact of the adoption of revised IAS 19 "Employee Benefits", and from Metso's
unaudited consolidated interim report as of and for the nine month period ended
September 30, 2013.
This unaudited illustrative information is presented for illustrative purposes
only. Because of its nature, it addresses a hypothetical situation and does not
represent the actual results of Metso's operations or financial position had the
demerger been completed on January 1, 2012. This information is not intended to
project Metso's operational results or financial position of Metso as of any
future date.
Management believes that the illustrative information presented in this release
provides a relevant basis to present the result of operations and the financial
position of the continuing Metso Group. The adjustments made in preparing this
information are based on available information and assumptions. There is no
certainty that the assumptions applied in preparing the unaudited illustrative
information will prove correct.
The following significant assumptions and adjustments to such historical
information have been made in the preparation of the illustrative financial
information for Metso's continuing operations:
All the revenues, expenses, assets, and liabilities relating to the PPP business
have been excluded from Metso's reported consolidated financial information.
* The effects of certain intra-group arrangements that have been or will be
undertaken by Metso prior to the demerger in order to achieve the planned
legal group structures of both Metso and Valmet have been taken into
account, as have the effects of certain refinancing measures, including a
settlement of intra-group items between Metso and Valmet. The net settlement
of the intra-group balances has been treated as an adjustment to cash and
cash equivalents for consolidated balance sheet purposes (a decrease of EUR
102 million as of December 31, 2012 and an increase of EUR 51 million as of
September 30, 2013), reflecting the cash amount to be paid by Metso to
Valmet or vice versa to settle the balances.
* The total amount of equity derived from Metso's historical equity balance
shown in the illustrative consolidated balance sheets represents the amount
of net assets attributable to the PPP business. The adjustments made to
equity reflect the contemplated equity structure of Valmet Corporation as
described in the demerger plan.
Accounting treatment of the demerger
The demerger will be accounted for as a disposal to owners in accordance with
IFRIC 17, Distributions of non-cash assets to owners. Once the demerger takes
place, the difference between the fair value of the PPP business and its book
value in Metso's consolidated balance sheet will be recorded as a gain on
distribution. The PPP business to be divested through the demerger will be
presented as discontinued operations in Metso's financial reporting when
shareholders have approved the demerger.
KEY FIGURES FOR METSO GROUP / AFTER DEMERGER
As at and
for the nine As at and
months' ended for the year
Sept.30, ended
EUR million 2013 Dec. 31, 2012
-----------------------------------------------------------------------------
Net sales, total 2,989 4,499
Operating profit 299 463
Profit before taxes 256 404
Amortization of intangible assets -16 -20
Depreciation of tangible assets -46 -57
Non-recurring items
Capacity adjustment expenses 0 -12
Cost related to demerger process -1 0
Other NRE -21 0
EBITA, before non-recurring items 337 495
EBITA, % before NRE 11.3 % 11.0 %
EBITDA 361 540
Earnings per share, EUR 1.21 1.82
Shares (Metso's outstanding shares, period
average) 149,813,092 149,715,383
Balance sheet total 3,915 4,000
Equity 1,232 1,359
Interest-bearing liabilities 1,107 1,094
Net debt 491 385
Gearing 39.9 % 28.3 %
ROCE before taxes 17.6 % 19.2 %
ROCE after taxes 12.9 % 13.8 %
Equity to assets ratio 36.5 % n/a
Orders received 2,962 4,432
Order backlog 2,078 2,269
Personnel, at the end of period 18,658 17,665
EBITA, before non- Operating profit + amortization + non-recurring
recurring items: items
EBITDA Operating profit + depreciation and amortization
Earnings per share,
EUR Profit
-------------------------------------------
Number of outstanding shares of Metso, average
Net interest bearing
Gearing, % liabilities x 100
-----------------------------
Total equity
Return on capital
employed (ROCE)
before taxes, %
Profit before taxes + interest and other financial
expenses x 100
--------------------------------------------------------
Balance sheet total - non-interest bearing
liabilities
Return on capital
employed (ROCE)
after taxes, %
Profit + interest and other financial
expenses x 100
--------------------------------------------------------
Balance sheet total - non-interest bearing
liabilities
Equity to assets
ratio, %
Total equity x 100
--------------------------------------------------------
Balance sheet total - advances received
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
Further information, please contact:
Juha Rouhiainen,VP, Investor relations, Metso Corporation, tel +358 20 484 3253
Metso Corporation
Harri Nikunen
CFO
Juha Rouhiainen
VP, Investor Relations
Distribution:
NASDAQ OMX Helsinki Ltd
Media
www.metso.com
Metso illustrative financial information January-September 2013:
