|By Marketwired .||
|May 31, 2013 03:27 AM EDT||
HELSINKI, FINLAND -- (Marketwired) -- 05/31/13 --
Metso Corporation's stock exchange release on May 31, 2013 at 10:00 a.m. local time
* The Board has completed a strategy study, resulting in the signing of a demerger plan
* The new parent company for Metso's Pulp, Paper and Power businesses will be named Valmet Corporation
* Financing arrangements for Valmet are in place; Metso has received consents and waivers from most of its lenders and will immediately start a bondholder consent process
* Extraordinary General Meeting is planned to be held on or about October 1, 2013
The Board of Directors of Metso Corporation has completed a strategy study and concluded that going forward a demerger would offer the best potential for its Pulp, Paper and Power businesses as well as its Mining and Construction and Automation businesses to utilize their respective strengths in their customer industries faster and more efficiently. Metso has developed its businesses actively during the past decade through investing in the development of their global service capabilities, broadening their technology offering through substantial R&D and building their market positions through acquisitions. Both new entities would be globally leading companies in their respective markets and the next steps in their strategic development would be taken most efficiently as two separate companies, enabling more focused and crystallized strategies and operations. The increased management and board focus should also help the two independent companies in achieving stronger growth and improved profitability. This would also be expected to result in increased value for shareholders inasmuch as both companies would have their own distinct characteristics and would offer different investment profiles.
Metso's Board has today approved a demerger plan to transfer all the assets, debts and liabilities of Metso's Pulp, Paper and Power businesses to a newly-formed company that will be named Valmet Corporation. An application will be made to list the shares of Valmet on the NASDAQ OMX Helsinki stock exchange. Following the demerger, Metso's current Mining and Construction and Automation businesses would remain in the current company, which would continue to operate under the Metso name. Valmet would initially have the same ownership structure as Metso and would be totally independent without any cross-ownership between Metso and Valmet.
The demerger will require the approval of an Extraordinary General Meeting of Metso and the registration of the completion of the demerger with the Finnish Trade Register following the creditor hearing process pursuant to the Finnish Companies Act. If approved, the planned registration date of the completion of the demerger is December 31, 2013 and public trading in new Valmet shares on NASDAQ OMX Helsinki is expected to commence as soon as possible thereafter.
Jukka Viinanen, Metso's Chairman of the Board, says that the Board of Directors recommends that shareholders approve the demerger. "After carefully reviewing various alternatives that would accelerate the implementation of Metso's strategy and its growth, the Board has concluded that spinning off Metso's Pulp, Paper and Power businesses through a demerger offers the best potential to increase the focus and ambition of Valmet and Metso and the implementation of their respective distinct growth strategies. The Board believes that this, together with the creation of two attractive investment alternatives, would also create strong potential to increase value for Metso's shareholders."
Matti Kahkonen, Metso's President and CEO, says: "As a long-standing Metso employee, I am proud that our Pulp, Paper and Power businesses have developed into a strong globally leading company over the past decade and are now ready to take their next steps as an independent company. The Valmet name reflects the long heritage of these businesses and symbolizes their exceptional engineering achievements. Based on preliminary feedback, I am convinced that both our customers and our personnel - both in the Pulp, Paper and Power businesses and in the Mining and Construction and Automation businesses - would benefit from the independent governance and strategy that two separate companies would offer. Both Valmet and Metso would be sizeable, globally leading businesses with strong balance sheets. Strengthening their respective cultures, goals and agility to execute their strategy through a demerger would enable them to realize their full potential in the future."
In approving the demerger plan, the Board of Directors has sought to ensure the strong financial position for both Valmet and Metso. Certain key financial figures for each company based upon the attached illustrative consolidated pro-forma balance sheets and income statements as of and for the year ended December 31, 2012 (with such assumptions and adjustments as are described therein) are as follows:
* Metso Corporation: Total assets of EUR 4,005 million, total equity of EUR 1,362 million, gross debt of EUR 1,095 million, net debt of EUR 388 million, net sales of EUR 4,499 million, and EBITA before non-recurring items of EUR 496 million
* Valmet Corporation: Total assets of EUR 2,637 million, total equity of EUR 865 million, gross debt of EUR 195 million, net debt of EUR -72 million, net sales of EUR 3,005 million, and EBITA before non-recurring items of EUR 192 million
Alongside its strategy study, Metso has taken steps to arrange financing for both Metso and Valmet in preparation for the demerger. This process has included obtaining consents and waivers from the lenders under Metso's EUR 500 million revolving credit facility and also from a majority of the lenders under its bilateral loan arrangements, which consents and waivers, in the aggregate, cover financial facilities totaling approximately EUR 2,700 million. In order to facilitate the demerger process, Metso will today also launch a consent solicitation process in respect of Metso's bonds issued under the company's EMTN programme. The aggregate nominal amount of these bonds is approximately EUR 900 million and they would, in accordance with the demerger plan, remain obligations of Metso. Metso has also agreed on a new committed back-up facility of EUR 500 million to support the consent solicitation process with the bondholders.
Metso has also arranged new funding for Valmet, including a EUR 200 million term loan, with a maturity of three years, and a EUR 200 million syndicated revolving credit facility, with a maturity of five years from the demerger date.
Metso has received a favorable pre-ruling from the Finnish tax authorities confirming the tax-neutral treatment of the demerger in Finland.
Metso plans to hold an Extraordinary General Meeting on or about October 1, 2013 to decide on the demerger and other Board proposals based on the demerger plan. A separate notice related to the Extraordinary General Meeting will be issued by the Metso Board at a later time. Certain major Metso shareholders, including Solidium, Cevian Capital, Varma Mutual Pension Insurance Company and Ilmarinen Mutual Pension Insurance Company, have signed an undertaking to vote in favor of the demerger at the Extraordinary General Meeting. The demerger and listing prospectus, which is expected to be published in September 2013, will contain more detailed information on the demerger as well as on Valmet and Metso and their financial position.
The Metso Board will propose to the Extraordinary General Meeting that Valmet's Board of Directors would partly consist of certain current members of the Metso Board, whose directorship in Metso would end upon the registration of the completion of the demerger, and partly of one or more new members to be elected by the Extraordinary General Meeting. Similarly, the Metso Board will propose to the Extraordinary General Meeting that the Metso Board would, after the completion of the demerger, partly consist of those of its current members who will not become members of the Valmet Board, and partly of one or more new members to be elected by the Extraordinary General Meeting.
According to the attached demerger plan, the transaction would be executed as a partial demerger, as defined in the Finnish Companies Act. Upon registration of the completion of the demerger, Metso shareholders would receive, as demerger consideration, one (1) share in Valmet for each Metso share that they hold. No action would be required from shareholders to receive this demerger consideration.
SEB Corporate Finance is acting as the financial advisor for Metso and as the Lead Manager and Arranger for the demerger, while White & Case LLP is acting as Metso's legal counsel.
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.
Metso will arrange a press conference in Finnish today, May 31, 2013, at 1:00pm EET at the company's headquarters at Fabianinkatu 9A, Helsinki, Finland. An international conference call for investors and analysts will be held today, May 31, 2013, at 3:00pm EET / 1:00pm London / 8:00am New York. The call-in numbers are as follows: +1 877 491 0064 for the US and +44 20 7162 0077 for other countries using conference id 932934. An instant replay of the call will be available until June 14, 2013, on +1 954 334 0342 (US) and +44 20 7031 4064 (other countries) with an access code 932934.
Metso Corporation Harri Nikunen CFO Juha Rouhiainen VP, Investor Relations Distribution: NASDAQ OMX Helsinki Ltd Media www.metso.com
* The Demerger Plan and its appendices, excluding Appendices 2 and 4 (Metso's financial statements as of and for the year ended December 31, 2012 and a description of Metso's business mortgages, respectively)
* The unaudited illustrative consolidated balance sheets of Valmet Corporation and Metso Corporation as of December 31, 2012 and March 31, 2013 and the unaudited illustrative consolidated income statements of Valmet Corporation and Metso Corporation for the year ended on December 31, 2012 and for the three months ended on March 31, 2013
Demerger plan: http://hugin.info/3017/R/1706159/564619.pdf
Illustrative figures: http://hugin.info/3017/R/1706159/564620.pdf
This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Metso Corporation via Thomson Reuters ONE
For further information, please contact:
Chairman of the Board
tel. +358 20 484 3000
President and CEO
tel. +358 20 484 3000
SYS-CON Events announced today that Numerex Corp, a leading provider of managed enterprise solutions enabling the Internet of Things (IoT), will exhibit at the 19th International Cloud Expo | @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Numerex Corp. (NASDAQ:NMRX) is a leading provider of managed enterprise solutions enabling the Internet of Things (IoT). The Company's solutions produce new revenue streams or create operating...
Sep. 25, 2016 12:45 AM EDT Reads: 1,923
Information technology is an industry that has always experienced change, and the dramatic change sweeping across the industry today could not be truthfully described as the first time we've seen such widespread change impacting customer investments. However, the rate of the change, and the potential outcomes from today's digital transformation has the distinct potential to separate the industry into two camps: Organizations that see the change coming, embrace it, and successful leverage it; and...
Sep. 25, 2016 12:45 AM EDT Reads: 1,024
Data is an unusual currency; it is not restricted by the same transactional limitations as money or people. In fact, the more that you leverage your data across multiple business use cases, the more valuable it becomes to the organization. And the same can be said about the organization’s analytics. In his session at 19th Cloud Expo, Bill Schmarzo, CTO for the Big Data Practice at EMC, will introduce a methodology for capturing, enriching and sharing data (and analytics) across the organizati...
Sep. 24, 2016 09:45 PM EDT Reads: 1,598
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long dev...
Sep. 24, 2016 09:30 PM EDT Reads: 3,319
I'm a lonely sensor. I spend all day telling the world how I'm feeling, but none of the other sensors seem to care. I want to be connected. I want to build relationships with other sensors to be more useful for my human. I want my human to understand that when my friends next door are too hot for a while, I'll soon be flaming. And when all my friends go outside without me, I may be left behind. Don't just log my data; use the relationship graph. In his session at @ThingsExpo, Ryan Boyd, Engi...
Sep. 24, 2016 09:15 PM EDT Reads: 1,198
The vision of a connected smart home is becoming reality with the application of integrated wireless technologies in devices and appliances. The use of standardized and TCP/IP networked wireless technologies in line-powered and battery operated sensors and controls has led to the adoption of radios in the 2.4GHz band, including Wi-Fi, BT/BLE and 802.15.4 applied ZigBee and Thread. This is driving the need for robust wireless coexistence for multiple radios to ensure throughput performance and th...
Sep. 24, 2016 08:30 PM EDT Reads: 1,435
The Internet of Things can drive efficiency for airlines and airports. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Sudip Majumder, senior director of development at Oracle, will discuss the technical details of the connected airline baggage and related social media solutions. These IoT applications will enhance travelers' journey experience and drive efficiency for the airlines and the airports. The session will include a working demo and a technical d...
Sep. 24, 2016 08:00 PM EDT Reads: 1,647
SYS-CON Events announced today the Enterprise IoT Bootcamp, being held November 1-2, 2016, in conjunction with 19th Cloud Expo | @ThingsExpo at the Santa Clara Convention Center in Santa Clara, CA. Combined with real-world scenarios and use cases, the Enterprise IoT Bootcamp is not just based on presentations but with hands-on demos and detailed walkthroughs. We will introduce you to a variety of real world use cases prototyped using Arduino, Raspberry Pi, BeagleBone, Spark, and Intel Edison. Y...
Sep. 24, 2016 07:00 PM EDT Reads: 2,786
Fact is, enterprises have significant legacy voice infrastructure that’s costly to replace with pure IP solutions. How can we bring this analog infrastructure into our shiny new cloud applications? There are proven methods to bind both legacy voice applications and traditional PSTN audio into cloud-based applications and services at a carrier scale. Some of the most successful implementations leverage WebRTC, WebSockets, SIP and other open source technologies. In his session at @ThingsExpo, Da...
Sep. 24, 2016 06:45 PM EDT Reads: 1,472
If you’re responsible for an application that depends on the data or functionality of various IoT endpoints – either sensors or devices – your brand reputation depends on the security, reliability, and compliance of its many integrated parts. If your application fails to deliver the expected business results, your customers and partners won't care if that failure stems from the code you developed or from a component that you integrated. What can you do to ensure that the endpoints work as expect...
Sep. 24, 2016 04:30 PM EDT Reads: 1,509
SYS-CON Events announced today that China Unicom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. China United Network Communications Group Co. Ltd ("China Unicom") was officially established in 2009 on the basis of the merger of former China Netcom and former China Unicom. China Unicom mainly operates a full range of telecommunications services including mobile broadband (GSM, WCDMA, LTE F...
Sep. 24, 2016 01:30 PM EDT Reads: 1,675
Enterprise IT has been in the era of Hybrid Cloud for some time now. But it seems most conversations about Hybrid are focused on integrating AWS, Microsoft Azure, or Google ECM into existing on-premises systems. Where is all the Private Cloud? What do technology providers need to do to make their offerings more compelling? How should enterprise IT executives and buyers define their focus, needs, and roadmap, and communicate that clearly to the providers?
Sep. 24, 2016 01:00 PM EDT Reads: 1,485
The Transparent Cloud-computing Consortium (abbreviation: T-Cloud Consortium) will conduct research activities into changes in the computing model as a result of collaboration between "device" and "cloud" and the creation of new value and markets through organic data processing High speed and high quality networks, and dramatic improvements in computer processing capabilities, have greatly changed the nature of applications and made the storing and processing of data on the network commonplace.
Sep. 24, 2016 12:00 PM EDT Reads: 763
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
Sep. 24, 2016 12:00 PM EDT Reads: 766
Digital innovation is the next big wave of business transformation based on digital technologies of which IoT and Big Data are key components, For example: Business boundary innovation is a challenge to excavate third-party business value using IoT and BigData, like Nest Business structure innovation may propose re-building business structure from scratch, as Uber does in the taxicab industry The social model innovation is also a big challenge to the new social architecture with the design fr...
Sep. 24, 2016 11:45 AM EDT Reads: 1,030
SYS-CON Events announced today that Pulzze Systems will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Pulzze Systems, Inc. provides infrastructure products for the Internet of Things to enable any connected device and system to carry out matched operations without programming. For more information, visit http://www.pulzzesystems.com.
Sep. 24, 2016 10:45 AM EDT Reads: 1,720
IoT is fundamentally transforming the auto industry, turning the vehicle into a hub for connected services, including safety, infotainment and usage-based insurance. Auto manufacturers – and businesses across all verticals – have built an entire ecosystem around the Connected Car, creating new customer touch points and revenue streams. In his session at @ThingsExpo, Macario Namie, Head of IoT Strategy at Cisco Jasper, will share real-world examples of how IoT transforms the car from a static p...
Sep. 24, 2016 10:30 AM EDT Reads: 1,475
Big Data has been changing the world. IoT fuels the further transformation recently. How are Big Data and IoT related? In his session at @BigDataExpo, Tony Shan, a renowned visionary and thought leader, will explore the interplay of Big Data and IoT. He will anatomize Big Data and IoT separately in terms of what, which, why, where, when, who, how and how much. He will then analyze the relationship between IoT and Big Data, specifically the drilldown of how the 4Vs of Big Data (Volume, Variety,...
Sep. 24, 2016 10:00 AM EDT Reads: 913
The many IoT deployments around the world are busy integrating smart devices and sensors into their enterprise IT infrastructures. Yet all of this technology – and there are an amazing number of choices – is of no use without the software to gather, communicate, and analyze the new data flows. Without software, there is no IT. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists will look at the protocols that communicate data and the emerging data analy...
Sep. 24, 2016 09:00 AM EDT Reads: 1,523
Video experiences should be unique and exciting! But that doesn’t mean you need to patch all the pieces yourself. Users demand rich and engaging experiences and new ways to connect with you. But creating robust video applications at scale can be complicated, time-consuming and expensive. In his session at @ThingsExpo, Zohar Babin, Vice President of Platform, Ecosystem and Community at Kaltura, will discuss how VPaaS enables you to move fast, creating scalable video experiences that reach your...
Sep. 24, 2016 09:00 AM EDT Reads: 776