The Finnish Financial Supervisory Authority has approved a supplement to the merger prospectus concerning the combination of Neles Corporation and Valmet Oyj
Neles Corporation's stock exchange release on March 28, 2022 at 1.00 p.m. EEST
NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, SINGAPORE, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE COMPLETED OR REGISTERED OR REQUIRE ANY MEASURE TO BE UNDERTAKEN IN ADDITION TO THE REQUIREMENTS UNDER FINNISH LAW. SEE “IMPORTANT NOTICE” BELOW.
The Finnish Financial Supervisory Authority has approved today, March 28, 2022, a supplement to the Finnish language merger and listing prospectus (the “Merger Prospectus”) concerning the merger between Neles Corporation (“Neles”) and Valmet Oyj (“Valmet”) (the “Merger”).
The supplement relates to stock exchange releases published by Neles and Valmet on March 21, 2022, according to which Neles and Valmet have received all necessary competition approvals for the Merger. The supplement also relates to stock exchange releases published by Neles and Valmet on March 22, 2022 concerning the fulfillment or waiving of all other conditions to completion of the Merger aside from the extra distribution of funds of Neles and resolution to complete the Merger on April 1, 2022, conditional on the extra distribution of funds of Neles having been executed prior to the completion of the Merger. The supplement also relates to stock exchange releases published by Neles and Valmet on March 22, 2022 concerning the decision by the Board of Directors of Neles on the extra distribution of funds and the decisions by the Annual General Meeting 2022 of Neles, published by Neles on March 22, 2022.
The Merger Prospectus and the supplement to the Merger Prospectus will be available starting on March 28, 2022 on Neles’ website at www.neles.com/merger and on Valmet’s website at www.valmet.com/merger as well as at Neles’ registered office at Vanha Porvoontie 229, FI-01380 Vantaa, Finland, at Valmet’s registered office at Keilasatama 5, FI-02150 Espoo, Finland, and at the reception of Nasdaq Helsinki Ltd at Fabianinkatu 14, FI-00100 Helsinki, Finland. The English language translation of the Merger Prospectus (the “English Merger Prospectus”) and the supplement to the English Merger Prospectus will be available starting on March 28, 2022 on Neles’ website at www.neles.com/merger and on Valmet’s website at www.valmet.com/merger.
For further information, please contact:
Rita Uotila, Vice President, Investor Relations, Neles Corporation, tel. +358 400 954141, e-mail: firstname.lastname@example.org
Elisa Erkkilä, General Counsel, Neles Corporation, tel. +358 40 754 4411, email: email@example.com
Information on Neles and Valmet 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.
Valmet is a 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 2021 were approximately EUR 3.9 billion. Our more than 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.
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.