Neles' Board of Directors decided on an extra distribution in accordance with the combination agreement between Neles and Valmet
Neles Corporation's stock exchange release on March 22, 2022 at 7.45 p.m. EET
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Pursuant to the combination agreement between Neles Corporation ("Neles") and Valmet Oyj ("Valmet") concerning the merger of the companies, the Board of Directors of Neles has today resolved based on the authorization given to it by the Annual General Meeting 2022, that an extra dividend of EUR 1.74 per share will be distributed from the company's retained earnings and a return of equity of EUR 0.26 per share will be distributed from the invested unrestricted equity fund (the dividend and the return of equity together the "Extra Distribution"). The Extra Distribution payable constitutes therefore in total EUR 2.00 per share.
As Neles and Valmet announced earlier today, the Boards of Directors of Neles and Valmet have approved the execution of the merger conditional on the Extra Distribution having been resolved by the Board of Directors of Neles and the Extra Distribution being executed in accordance with said decision prior to the completion of the merger.
The Extra Distribution will be paid on March 31, 2022 to shareholders who are on the record date of the Extra Distribution, March 24, 2022, entered in Neles' shareholder register maintained by Euroclear Finland Oy. In deviation of the aforesaid and as announced earlier today, Valmet's part of the Extra Distribution, approximately EUR 88.8 million, will remain as debt owed to Valmet and will extinguish as a consequence of the execution of the merger.
Once the Extra Distribution has been executed, the related condition to completion of the merger will be fulfilled. Neles and Valmet will confirm the registration of the execution of the merger through a separate stock exchange release prior to April 1, 2022.
For further information, please contact:
Rita Uotila, Vice President, Investor Relations, Neles Corporation, tel. +358 400 954141, e-mail: email@example.com
Elisa Erkkilä, General Counsel, Neles Corporation, tel. +358 40 754 4411, email: firstname.lastname@example.org
Information on Neles in brief
Neles is one of the leading providers of mission-critical flow control solutions and services for process industries. With our global team of experts and innovative solutions, we help our customers to improve their process performance and ensure the safe flow of materials. Neles is listed on the Nasdaq Helsinki in Finland and had sales of about EUR 611 million in 2021. Neles employs about 2,950 people in approximately 40 countries.
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 does not constitute a notice to an Extraordinary General Meeting (“EGM”) or an Annual General Meeting or a merger prospectus. Any decision with respect to the merger of Neles into Valmet should be made solely on the basis of information contained in the actual notices to the EGM of Neles and Valmet, as applicable, and the merger prospectus or English merger prospectus as well as on an independent analysis of the information contained therein. You should consult the merger prospectus or English merger prospectus for more complete information about Neles, Valmet, their respective subsidiaries, their respective securities and the merger.
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 Neles nor Valmet, 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.
This release may include estimates relating to the synergy benefits expected to arise from the merger and the combination of the business operations of Neles and Valmet as well as the related integration costs, which have been prepared by Neles and Valmet and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the merger and the combination of the business operations of Neles and Valmet on the combined company’s business, financial condition and results of operations. The assumptions relating to the estimated synergy benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual synergy benefits from the merger and the combination of the business operations of Neles and Valmet, if any, and related integration costs to differ materially from the estimates in 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.