|By Marketwired .||
|May 31, 2013 03:53 AM EDT||
HELSINKI, FINLAND -- (Marketwired) -- 05/31/13 -- Metso Corporation's stock exchange release on May 31, 2013 at 10:15 a.m. local time
Metso Corporation announces the launch of a consent solicitation process to solicit consents and waivers from the holders of the outstanding notes of certain series of notes issued pursuant to its EMTN Programme to pass an extraordinary resolution at a separate meeting of noteholders of each such series to sanction (a) the waiver and authorisation of any breach or any alleged breach of certain of the terms and conditions of the notes and (b) waivers in respect of certain statutory rights that such noteholders may have under Finnish law, in each case, as may be caused by, or arise in respect of, the proposed demerger of Metso's Pulp, Paper and Power businesses into an independent company.
The details of the consent solicitation are more fully described in the attached Luxembourg Stock Exchange "Launch Notice" and the Consent Solicitation Memorandum referred to therein.
This announcement must be read in conjunction with the Consent Solicitation Memorandum. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser.
Neither this announcement nor the Consent Solicitation Memorandum constitutes an invitation to participate in the consent solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution or publication of this announcement or of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Consent Solicitation Memorandum comes are required by Metso Corporation to inform themselves about, and to observe, any such restrictions.
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.
NASDAQ OMX Helsinki Ltd
Luxembourg Stock Exchange "Launch Notice"
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement contains important information which should be read carefully before any decision is made with respect to the Proposal (as defined below) and must be read in conjunction with the Consent Solicitation Memorandum (as defined below). Any individual or company whose Notes (as defined below) are held by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity and instruct such entity, as the holder of such Notes, to consent in accordance with the customary procedures of Euroclear or Clearstream (as defined in the Consent Solicitation Memorandum), as applicable. Any Noteholder (as defined below) who is in doubt as to what action to take should contact an independent professional adviser for advice on the merits of the Proposal including, without limitation, the tax consequences thereof.
Neither this announcement nor the Consent Solicitation Memorandum constitutes an invitation to participate in the Proposal in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement or of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Consent Solicitation Memorandum comes are required by the Issuer, the Solicitation Agents, the Tabulation Agent and the Fiscal Agent (each as defined below) to inform themselves about, and to observe, any such restrictions.
Announcement of solicitation of consents by
(incorporated with limited liability in the Republic of Finland) (the "Issuer")
in respect of the outstanding
Series 13 USD 150,000,000 Index-Linked Notes due 8 February 2018 (ISIN: XS0346152332; Common Code: 034615233)
Series 16 USD 75,000,000 Index-Linked Notes due 10 April 2018 (ISIN: XS0357341394; Common Code: 035734139)
(together, the "USD Notes")
Series 20 EUR 40,000,000 Fixed Rate Notes due 13 May 2018 (ISIN: XS0626477524; Common Code: 062647752)
Series 20 EUR 300,000,000 7.250 per cent. Notes due 10 June 2014 (ISIN: XS0432617891; Common Code: 043261789)
Series 22 EUR 100,000,000 Fixed Rate Notes due 27 June 2022 (ISIN: XS0795500437; Common Code: 079550043)
Series 23 EUR 400,000,000 2.750 per cent. Notes due 4 October 2019 (ISIN: XS0838968849; Common Code: 083896884)
(together, the "Euro Notes")
Series 21 SEK 300,000,000 Floating Rate Notes due July 2018 (ISIN: XS0643372468; Common Code: 064337246)
(the "SEK Notes")
issued under its EUR1,500,000,000 Euro Medium Term Note Programme
(each a "Series" and the USD Notes, the Euro Notes and the SEK Notes, and together, the "Notes")
Helsinki, 31 May 2013
Metso Corporation hereby announces the launch of a consent solicitation (the "Consent Solicitation") to solicit consents from the beneficial holders of the outstanding Notes of each Series (the "Noteholders") to consider and, if thought fit, pass an extraordinary resolution at a separate meeting of Noteholders of each Series (each a "Meeting" and together, the "Meetings") to sanction (a) the waiver and authorisation of any breach or any alleged breach of certain of the terms and conditions of the Notes and (b) certain waivers in respect of certain statutory rights that such Noteholders may have under Finnish law, in each case as may be caused by, or arise in respect of, the proposed Demerger (as defined below), all as more fully described in the Consent Solicitation Memorandum (as defined below) (the "Proposal").
The Consent Solicitation is being made on the terms and subject to the conditions set out in the Consent Solicitation Memorandum dated as of the date hereof (the "Consent Solicitation Memorandum"). Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.
The board of directors of the Issuer proposes that the Issuer shall demerge in a partial demerger (the "Demerger") to the effect that all assets, debts and liabilities of the Issuer which relate to its pulp, paper and power businesses shall transfer, without liquidation, to a company to be incorporated in the demerger ("Valmet Corporation"), in the manner set forth in the demerger plan dated 31 May 2013 (the "Demerger Plan"). A copy of the Demerger Plan, including appendices, is set out in Appendix 1 to the Consent Solicitation Memorandum.
The Demerger shall be carried out in compliance with the provisions of Chapter 17 of the Finnish Companies Act (624/2006, as amended) (the "Finnish Companies Act"), and Section 52 c of the Finnish Business Income Tax Act (360/1968, as amended).
Terms of the Proposal
Among other things, the Issuer is requesting that the Noteholders of each Series of Notes sanction:
1. (a) the irrevocable and unconditional waiver and authorisation of any breach or any alleged breach whether caused by the threat of, in anticipation of, in connection with, or as a result of, the proposed Demerger, of the following Conditions of each such Series:
(i) Condition 13(c)(ii) (Cross-default of Issuer or Material Subsidiary); and
(ii) Condition 13(f)(iv) (Insolvency etc) (insofar as the Demerger contemplates the cessation of a substantial part of the Issuer's business);
(b) the irrevocable and unconditional waiver and authorisation of any breach or any alleged breach whatsoever of any other obligation under or in respect of the Notes which may be breached or may be capable of being breached by the threat of, in anticipation of, in connection with, or as a result, of the proposed Demerger;
(c) all other consequential changes to the Conditions as are necessary for or expedient to the waivers set out above in paragraphs (a) and (b) above; and
2. (a) the irrevocable and unconditional waiver of their statutory right to object to the Demerger pursuant to Chapter 17, Section 6 of the Finnish Companies Act;
(b) the irrevocable and unconditional waiver of any and all of the rights that they may have to make claims against Valmet Corporation after the Effective Date on the basis of any actual or alleged Secondary Demerger Liability with respect to the Notes;
(c) an acknowledgement and agreement that, with effect from the Effective Date, Valmet Corporation shall not have any obligations or liability whatsoever towards the Noteholders under or in relation to such Series of Notes.
The Meetings of Noteholders of each Series (starting with the Series 13 Notes) will start at 11 a.m. (London time) on 24 June 2013, with subsequent Meetings in respect of each other Series (in order of ascending series number) being held at five (5) minutes intervals thereafter or after the completion of preceding Meeting (whichever is later), in each case at the office of White & Case LLP, 5 Old Broad Street, London EC2N 1DW, United Kingdom.
In relation to each Series of Notes, Noteholders who submit or deliver Electronic Voting Instructions voting in favour of an Extraordinary Resolution (i) prior to the Early Instruction Deadline (as set out below) shall be eligible to receive an amount equal to 0.45 per cent. of the principal amount of the Notes which are the subject of the Electronic Voting Instruction (the "Early Instruction Fee") and (ii) after the Early Instruction Deadline but prior to the Late Instruction Deadline (as set out below) shall be eligible to receive an amount equal to 0.10 per cent. of the principal amount of the Notes which are the subject of the Electronic Voting Instruction (the "Basic Instruction Fee"), subject in each case to the relevant Extraordinary Resolution being duly passed. Noteholders who submit or deliver Electronic Voting Instructions after the Early Instruction Deadline will not be eligible to receive the Early Instruction Fee and Noteholders who submit or deliver Electronic Voting Instructions after the Late Instruction Deadline will not be eligible to receive the Basic Instruction Fee.
Noteholders who deliver voting instructions other than by way of Electronic Voting Instructions or who deliver Electronic Voting Instructions voting against the Extraordinary Resolution and/or deliver Electronic Voting Instructions after the relevant Fee Instruction Deadline will not be eligible to receive the relevant Instruction Fee. Noteholders who attend the Meeting(s) in person or by proxy will not be eligible to receive the relevant Instruction Fee.
Indicative Timeline Event Date and Time Announcement of the Proposal and Notices 31 May 2013 of Meetings to be given to Noteholders of each Series of Notes. Consent Solicitation Memorandum made available at the offices of the Issuer and the Tabulation Agent. Early Instruction Deadline - latest time 4 p.m. (London time) on 14 June and date for receipt by the Tabulation 2013 Agent of Electronic Voting Instructions in order for Noteholders to be eligible to receive the Early Instruction Fee Late Instruction Deadline - latest time 4 p.m. (London time) on 20 June and date for receipt by the Tabulation 2013 Agent of Electronic Voting Instructions in order for Noteholders to be eligible to receive the Basic Instruction Fee Time and date of the Meetings The first Meeting (for the Series 13 Notes) will start at 11 a.m. (London time) on 24 June 2013, with subsequent Meetings in respect of each other Series (in order of ascending series number) being held at five (5) minutes intervals thereafter or after the completion of preceding Meeting (whichever is later) Notice of the results of the Meetings As soon as reasonably intended to be given to Noteholders for practicable following the Series of Notes for which the Meetings relevant Meeting were quorate If an Extraordinary Resolution is passed at any Meeting: Settlement Date (in respect of a Meeting 27 June 2013 that was not adjourned) for payment of Instruction Fees to Noteholders who have submitted or delivered Electronic Voting Instructions by the relevant Fee Instruction Deadline and have not (except in the limited circumstances as permitted herein) subsequently revoked or amended such instructions If any Meeting is adjourned, the times and dates set out above will be amended in the manner set out in the Consent Solicitation Memorandum
Voting and Quorum
To be passed at a Meeting, an Extraordinary Resolution requires a majority of not less than 75 per cent. of the votes cast. If passed, an Extraordinary Resolution shall be binding on all the Noteholders, whether or not present at the Meeting, and each of them shall be bound to give effect to it accordingly.
The quorum required at a Meeting of each Series of Notes shall be two or more persons present in person holding Notes or voting certificates or being proxies and holding or representing in the aggregate a clear majority in principal amount of the Notes of the Series in respect of which the Meeting is convened for the time being outstanding.
If within 15 minutes after the time fixed for the Meeting a quorum is not present, the Meeting shall stand adjourned to such date, being not less than 14 days nor more than 42 days later, and to such place as the chairman may decide. At least 10 days' notice of an adjourned Meeting shall be given, in the same manner as for the original Meeting. Notice of the adjourned meeting shall state the quorum required at the adjourned meeting.
At any adjourned Meeting, the quorum shall be two or more persons present in person holding Notes or voting certificates or being proxies (whatever the principal amount of the Notes so held or represented) shall form a quorum and may pass any resolution and decide upon all matters which could properly have been dealt with at the original Meeting had a quorum been present at such meeting.
If the Meeting is adjourned for lack of quorum, it is the intention of the Issuer to arrange for a notice convening the adjourned Meeting to be held as soon as reasonably practicable (in accordance with the Meeting Provisions (as defined herein)) following such adjournment.
Electronic Voting Instructions given and voting certificates obtained by Noteholders in respect of the Meeting shall remain valid for such adjourned Meeting unless, in the case of Electronic Voting Instructions, revoked or amended in the limited circumstances permitted herein or, in the case of voting certificates, surrendered not less than 48 hours before the time appointed for any adjourned meeting.
Further Details of the Consent Solicitation
Danske Bank A/S, Merrill Lynch International and Skandinaviska Enskilda Banken AB (publ) are acting as Solicitation Agents and Lucid Issuer Services Limited is acting as Tabulation Agent.
Noteholders may, at any time during normal business hours on any weekday (Saturdays, Sundays and bank and other public holidays in the relevant jurisdiction excepted) prior to the Meetings, inspect copies of the Consent Solicitation Memorandum at the specified offices of the Issuer and the Tabulation Agent set out below.
Any questions regarding the terms of the Proposal or the Consent Solicitation may be directed to the Issuer, the Tabulation Agent and the Solicitation Agents at the addresses and telephone numbers specified below:
The Issuer is:
Fabianinkatu 9 A
Telephone: +358 20 484 100
Facsimile: +358 20 484 3141
Attention: Minna Helppi / Henry Lindqvist
The Solicitation Agents are:
Danske Bank A/S
2-12 Holmens Kanal
DK - 1092 Copenhagen K
Telephone: +45 45 14 39 64
Email: [email protected]
Facsimile: +45 45 14 91 97
Attention: 3775 Debt Capital Markets
MERRIL LYNCH INTERNATIONAL
2 King Edward Street
London EC1A 1HQ
For information by telephone: +44 207 995 3715 / 2324
Attention: Liability Management - John Cavanagh / Tommaso Gros-Pietro
Skandinaviska Enskilda Banken AB (publ)
Telephone: +46 8 506 232 18
Email: [email protected]
Facsimile: +46 8 763 83 80
Attention: EMTN Desk
The Tabulation Agent is:
LUCID ISSUER SERVICES LIMITED
436 Essex Road
London N1 3QP
Telephone: +44 (0) 20 7704 0880
Email: [email protected]
Attention: Thomas Choquet / Victor Parzyjagla
The Fiscal Agent and the Paying Agent is:
Citigroup Centre, Canada Square
London E14 5LB
Telephone: +353 1 622 0866
Email: [email protected]
Facsimile: +353 1 622 2210
Attention: PPA Payments
The Solicitation Agents and the Tabulation Agent do not take any responsibility for the contents of this announcement or the Consent Solicitation Memorandum. None of the Solicitation Agents or the Tabulation Agent, nor any of their respective affiliates, makes any recommendation to Noteholders as to whether or not to agree to the Proposal or to vote in favour of the Extraordinary Resolution.
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
Further information, please contact:
SVP, Group Treasurer
tel +358 20 484 3195
VP, Investor Relations
WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web communications world. The 6th WebRTC Summit continues our tradition of delivering the latest and greatest presentations within the world of WebRTC. Topics include voice calling, video chat, P2P file sharing, and use cases that have already leveraged the power and convenience of WebRTC.
Dec. 8, 2016 12:45 PM EST Reads: 1,732
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, Dave McCarthy, Director of Products at Bsquare Corporation; Alan Williamson, Principal...
Dec. 8, 2016 12:00 PM EST Reads: 489
20th Cloud Expo, taking place June 6-8, 2017, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy.
Dec. 8, 2016 11:30 AM EST Reads: 2,328
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life sett...
Dec. 8, 2016 10:30 AM EST Reads: 7,304
An IoT product’s log files speak volumes about what’s happening with your products in the field, pinpointing current and potential issues, and enabling you to predict failures and save millions of dollars in inventory. But until recently, no one knew how to listen. In his session at @ThingsExpo, Dan Gettens, Chief Research Officer at OnProcess, discussed recent research by Massachusetts Institute of Technology and OnProcess Technology, where MIT created a new, breakthrough analytics model for ...
Dec. 8, 2016 10:30 AM EST Reads: 530
Successful digital transformation requires new organizational competencies and capabilities. Research tells us that the biggest impediment to successful transformation is human; consequently, the biggest enabler is a properly skilled and empowered workforce. In the digital age, new individual and collective competencies are required. In his session at 19th Cloud Expo, Bob Newhouse, CEO and founder of Agilitiv, drew together recent research and lessons learned from emerging and established compa...
Dec. 8, 2016 10:00 AM EST Reads: 986
Dec. 8, 2016 09:45 AM EST Reads: 1,929
Whether your IoT service is connecting cars, homes, appliances, wearable, cameras or other devices, one question hangs in the balance – how do you actually make money from this service? The ability to turn your IoT service into profit requires the ability to create a monetization strategy that is flexible, scalable and working for you in real-time. It must be a transparent, smoothly implemented strategy that all stakeholders – from customers to the board – will be able to understand and comprehe...
Dec. 8, 2016 09:30 AM EST Reads: 616
DevOps is being widely accepted (if not fully adopted) as essential in enterprise IT. But as Enterprise DevOps gains maturity, expands scope, and increases velocity, the need for data-driven decisions across teams becomes more acute. DevOps teams in any modern business must wrangle the ‘digital exhaust’ from the delivery toolchain, "pervasive" and "cognitive" computing, APIs and services, mobile devices and applications, the Internet of Things, and now even blockchain. In this power panel at @...
Dec. 8, 2016 09:15 AM EST Reads: 946
Extracting business value from Internet of Things (IoT) data doesn’t happen overnight. There are several requirements that must be satisfied, including IoT device enablement, data analysis, real-time detection of complex events and automated orchestration of actions. Unfortunately, too many companies fall short in achieving their business goals by implementing incomplete solutions or not focusing on tangible use cases. In his general session at @ThingsExpo, Dave McCarthy, Director of Products...
Dec. 8, 2016 08:45 AM EST Reads: 916
SYS-CON Events has announced today that Roger Strukhoff has been named conference chair of Cloud Expo and @ThingsExpo 2017 New York. The 20th Cloud Expo and 7th @ThingsExpo will take place on June 6-8, 2017, at the Javits Center in New York City, NY. "The Internet of Things brings trillions of dollars of opportunity to developers and enterprise IT, no matter how you measure it," stated Roger Strukhoff. "More importantly, it leverages the power of devices and the Internet to enable us all to im...
Dec. 8, 2016 08:30 AM EST Reads: 842
Businesses and business units of all sizes can benefit from cloud computing, but many don't want the cost, performance and security concerns of public cloud nor the complexity of building their own private clouds. Today, some cloud vendors are using artificial intelligence (AI) to simplify cloud deployment and management. In his session at 20th Cloud Expo, Ajay Gulati, Co-founder and CEO of ZeroStack, will discuss how AI can simplify cloud operations. He will cover the following topics: why clou...
Dec. 8, 2016 08:30 AM EST Reads: 990
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place June 6-8, 2017, at the Javits Center in New York City, New York, is co-located with 20th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry p...
Dec. 8, 2016 08:15 AM EST Reads: 2,047
Internet-of-Things discussions can end up either going down the consumer gadget rabbit hole or focused on the sort of data logging that industrial manufacturers have been doing forever. However, in fact, companies today are already using IoT data both to optimize their operational technology and to improve the experience of customer interactions in novel ways. In his session at @ThingsExpo, Gordon Haff, Red Hat Technology Evangelist, will share examples from a wide range of industries – includin...
Dec. 8, 2016 07:00 AM EST Reads: 1,724
"We build IoT infrastructure products - when you have to integrate different devices, different systems and cloud you have to build an application to do that but we eliminate the need to build an application. Our products can integrate any device, any system, any cloud regardless of protocol," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 8, 2016 06:30 AM EST Reads: 1,157
Internet of @ThingsExpo has announced today that Chris Matthieu has been named tech chair of Internet of @ThingsExpo 2017 New York The 7th Internet of @ThingsExpo will take place on June 6-8, 2017, at the Javits Center in New York City, New York. Chris Matthieu is the co-founder and CTO of Octoblu, a revolutionary real-time IoT platform recently acquired by Citrix. Octoblu connects things, systems, people and clouds to a global mesh network allowing users to automate and control design flo...
Dec. 8, 2016 04:30 AM EST Reads: 765
Unless your company can spend a lot of money on new technology, re-engineering your environment and hiring a comprehensive cybersecurity team, you will most likely move to the cloud or seek external service partnerships. In his session at 18th Cloud Expo, Darren Guccione, CEO of Keeper Security, revealed what you need to know when it comes to encryption in the cloud.
Dec. 8, 2016 04:00 AM EST Reads: 4,830
With 15% of enterprises adopting a hybrid IT strategy, you need to set a plan to integrate hybrid cloud throughout your infrastructure. In his session at 18th Cloud Expo, Steven Dreher, Director of Solutions Architecture at Green House Data, discussed how to plan for shifting resource requirements, overcome challenges, and implement hybrid IT alongside your existing data center assets. Highlights included anticipating workload, cost and resource calculations, integrating services on both sides...
Dec. 8, 2016 04:00 AM EST Reads: 3,817
"We're a cybersecurity firm that specializes in engineering security solutions both at the software and hardware level. Security cannot be an after-the-fact afterthought, which is what it's become," stated Richard Blech, Chief Executive Officer at Secure Channels, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 8, 2016 04:00 AM EST Reads: 1,069
According to Forrester Research, every business will become either a digital predator or digital prey by 2020. To avoid demise, organizations must rapidly create new sources of value in their end-to-end customer experiences. True digital predators also must break down information and process silos and extend digital transformation initiatives to empower employees with the digital resources needed to win, serve, and retain customers.
Dec. 8, 2016 02:45 AM EST Reads: 1,328