Neles Corporation Stock Exchange Release 22 September 2021 at 11:40 a.m. EEST
Neles Corporation's ("Neles") Extraordinary General Meeting took place today September 22, 2021 in Vantaa, Finland. The General Meeting approved the merger of Neles and Valmet Corporation ("Valmet") and authorized the Board of Directors to resolve on an extra distribution of funds in accordance with the proposals of the Board of Directors to the General Meeting.
Resolution on the merger
The General Meeting resolved to approve the Merger Plan regarding the merger between Neles and Valmet and the merger of Neles into Valmet in accordance with the Merger Plan. Pursuant to the Merger Plan, Neles would be merged into Valmet through an absorption merger, so that all assets and liabilities of Neles would be transferred without a liquidation procedure to Valmet in a manner described in more detail in the Merger Plan. The merger has been described in more detail in the stock exchange release published by Neles on July 2, 2021. Pursuant to the Merger Plan, the shareholders of Neles shall receive as merger consideration 0.3277 new shares of Valmet for each share they hold in Neles.
The completion of the merger is conditional upon the satisfaction of the conditions for completion set out in the Merger Plan, or the waiver thereof by Valmet and Neles. In addition to the approvals of the Extraordinary General Meetings of both companies, these conditions include, among others, that necessary merger control and other regulatory approvals have been obtained and that the extra distribution of funds by Neles referred to in the Merger Plan has been executed prior to the completion of the merger, as well as the completion or waiver of other conditions set forth in the Merger Plan.
The planned effective date of the merger is January 1, 2022, but the effective date may change, as described in the Merger Plan, depending inter alia on the satisfaction of the conditions for completion of the merger.
One shareholder, representing 3,000 shares and votes, made a demand at the General Meeting for the redemption of its shares in Neles, in accordance with Chapter 16, Section 13 of the Finnish Companies Act.
Resolution to authorize the Board of Directors to resolve upon an extra distribution of funds
Based on the Combination Agreement and Merger Plan between Neles and Valmet, Neles may at any time prior to the execution of the merger resolve to distribute to its shareholders an extra distribution of funds in the amount of up to EUR 2.00 per share. The General Meeting resolved to authorize the Board of Directors of Neles to resolve, before the completion of the merger, on an extra distribution of funds not exceeding EUR 2.00 per share to be paid either as dividend from the company's retained earnings or return of equity from the company's fund for invested unrestricted equity or a combination of the two. The authorization is in force until the opening of the next Annual General Meeting of the company.
Neles will separately publish its Board of Directors' resolution to distribute funds based on the authorization and will simultaneously confirm the applicable record and payment dates. Funds paid on the basis of the authorization will be paid to shareholders who are registered as shareholders in Neles' shareholders' register on the record date of the distribution of funds.
The minutes of the Extraordinary General Meeting will be available on Neles' website at www.neles.com/egm as of October 6, 2021, at the latest.
The Extraordinary General Meeting of Valmet to decide on the approval of the merger has been convened to take place later today September 22, 2021, at 2 p.m. Finnish time.
For further information, please contact:
Elisa Erkkilä, General Counsel, Neles Corporation tel. +358 40 75 444 11
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 safe flow of materials. Neles is listed on the Nasdaq Helsinki in Finland and had sales of about EUR 660 million in 2019. Neles employs about 2,900 people in around 40 countries. Neles was created in the partial demerger of Metso Corporation, and trading in Neles stock started on July 1, 2020.
In a number of jurisdictions, in particular in Australia, Canada, 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 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 "U.S. Securities Act") or the securities laws of any state of the United States and as such neither the merger consideration 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 U.S. 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 U.S. Securities Act or other applicable securities laws.