Ahlstrom - publication of the prospectus relating to the share offering of Munksjö Oyj
Not to be distributed in or into Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, New Zealand, South Africa or the United States.
Ahlstrom, a global leader in high performance fiber-based materials, announces that a prospectus, consisting of a registration document and summary and securities note (together the “Prospectus”), related to the share offering of Munskjö Oyj in connection with demergers of Ahlstrom’s Label and Processing businesses has been published.
The Finnish language Prospectus approved by the Finnish Financial Supervisory Authority as well as the English language translation will be available on Ahlstrom’s website at www.ahlstrom.com/en/munksjotransaction as of today.
Ahlstrom announced on August 28, 2012, the transaction between Ahlstrom and EQT concerning the combination of Ahlstrom’s Label and Processing business and Munksjö AB. The execution of the transaction involves the demergers of Ahlstrom’s Label and Processing businesses in Europe (“LP Europe”) and Brazil (“Coated Specialties”) into Munksjö Oyj, the new company established in Finland for these purposes, in which demergers Ahlstrom’s shareholders will receive newly issued shares of Munksjö as contribution. Ahlstrom’s Board of Directors has proposed the approval of the demergers to its Extraordinary General Meeting to be held on November 27, 2012.
The Prospectus will also be available in Finnish and English as of November 19, 2012, on the website of Munksjö AB at www.munksjo.com In addition, the Prospectus will be available as of November 19, 2012 on the websites of the joint lead managers at www.danskebank.fi/sijoittajaesitteet, www.seb.fi and www.nordea.fi/investments.
The Prospectus contains the following previously unpublished information related to Ahlstrom (terms used in this document will have the meanings assigned to them in the Prospectus):
Carve-out financial information
The Prospectus contains carve-out financial information with respect to Ahlstrom’s Label and Processing business in Europe and Brazil derived from the Ahlstrom Group’s consolidated financial statements. These carve-out financial statements have been prepared in accordance with IFRS under consideration of the principles for determining which assets and liabilities, income and expenses as well as cash flows are to be assigned to LP Europe and Coated Specialties as described in the notes to the carve-out financial statements. The carve-out financial information to be disclosed in the Prospectus includes the following:
1. LP Europe’s unaudited interim report for the nine month period ended 30 September 2012;
2. LP Europe’s audited carve-out financial statements as at and for the year ended 31 December 2011 and unaudited carve-out financial statements as at and for the year ended 31 December 2010 and 2009;
3. Coated Specialties’ unaudited interim report for the nine month period ended 30 September 2012; and
4. Coated Specialties’ audited carve-out financial statements as at and for the year ended 31 December 2011 and unaudited carve-out financial statements as at and for the year ended 31 December 2010 and 2009.
Ahlstrom in brief
Ahlstrom is a high performance materials company, partnering with leading businesses around the world to help them stay ahead. Our products are used in a large variety of everyday applications, such as filters, medical gowns and drapes, wallcoverings, flooring, labels and food packaging. We have a leading market position in the businesses in which we operate. Our 5,200 employees serve customers in 28 countries on six continents. In 2011, Ahlstrom’s net sales amounted to EUR 1.6 billion. The company’s share is quoted on the NASDAQ OMX Helsinki. More information is available at www.ahlstrom.com.
Munksjö in brief
The Munksjö Group is a speciality paper company producing select materials that form vital parts of customer design and manufacturing processes. Founded in 1862, Munksjö is among the leading producers in the world of Decor paper, Electrotechnical paper, Abrasive backing paper and Interleaving paper for steel. Munksjö’s specialty papers enable production of advanced laminate products in, for example, the flooring and furniture sectors, as well as paper used in the efficient distribution and utilization of energy. Our three business areas are Decor, Industrial Applications and Specialty Pulp, with production facilities in Sweden, France, Germany, Spain and China.
This document may not be distributed in or into Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, New Zealand, South Africa or the United States. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Ahlstrom Corporation, Munksjö AB and Munksjö Corporation have not registered, and do not intend to register, any offering of the Munksjö shares in the United States. There will be no public offering of the Munksjö shares in the United States.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons who are members or creditors of the company to which this communication relates, falling within article 43(2) of the Order (all such persons in (i), (ii) (iii) and (iv) above together being referred to as “relevant persons”). Any investment activity to which this document relates will be only available to and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
LP Europe carve-out financial statementsLP Europe carve-out interim reportCoated Specialties carve-out financial statementsCoated Specialties carve-out interim report
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