The Financial Supervisory Authority has approved the supplement to the merger prospectus concerning the merger of Valmet Corporation and Neles Corporation
Valmet Corporation ‘s stock exchange release is October 29, 2021 at 14:30 EEST
HELSINKI, October 29, 2021 / PRNewswire / – DOES NOT PUBLISH OR DISTRIBUTE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, SINGAPORE, JAPAN, UNITED STATES OR OTHER JURISDICTIONS IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD INFRINGE APPLICABLE LAW OR RULES OR REQUIRES THE COMPLETION OF ADDITIONAL DOCUMENTS AS REQUIRED TO REQUIRE OR REGISTER SEE “IMPORTANT NOTE” BELOW.
The Financial Supervision Authority has today approved October 29, 2021, supplement to the Finnish merger and listing prospectus (“Merger brochure“) in connection with Valmet Corporation’s” (Valmet“) and Neles Corporation (“Neles“) (“Fusion“).
The supplement relates to Valmet’s unaudited consolidated interim report for the nine months ended. September 30, 2021, Published October 26, 2021and Neles’ unaudited consolidated interim report for the nine months ended September 30, 2021, Published October 27, 2021. In addition, the addition is related to the appointment of Simo Sääskilahti as Valmet’s Business Line Director for the Flow Control business line as of the completion of the Merger, October 26, 2021.
The Merger Prospectus and the Merger Prospectus Addendum are available from October 29, 2021 On Valmet’s website at www.valmet.com/merger and Neles’ website at www.neles.com/merger and at Valmet’s office at Keilasatama 5, 02150 Espoo, Finland, The domicile of Neles, Vanha Porvoontie 229, 01380 Vantaa, Finland and at the reception of Nasdaq Helsinki Oy at Fabianinkatu 14, 00100 Helsinki, Finland. English translation of the Merger Prospectus (“English Merger Prospectus“) and the supplement to the English prospectus and the supplemented Swedish translation of the summary of the merger prospectus are available from October 29, 2021 On Valmet’s website at www.valmet.com/merger and on the Neles website at www.neles.com/merger.
VALMET CORPORATION
Board of Directors
For more information, contact:
Pekka Rouhiainen, Vice President, Investor Relations, Valmet, tel. +358 10 672 0020
DISTRIBUTION:
Nasdaq Helsinki
Main media
www.valmet.com
About Valmet and Neles in brief
Valmet is the world’s leading developer and supplier of process technologies, automation and services to the pulp, paper and energy industries. Our goal is to become a global champion in serving our customers. Valmet’s strong technology offering includes pulp mills, tissue, paperboard and paper production lines, and power plants for bioenergy production. Our advanced services and automation solutions improve the reliability and performance of our customers’ processes and increase the efficiency of the use of raw materials and energy. Valmet’s net sales in 2020 were approx EUR 3.7 billion. Our 14,000 professionals around the world work close to our customers and are committed to taking our customers ’performance forward – every day. Valmet’s head office is in Espoo, Finland and its shares are listed on Nasdaq Helsinki.
Neles is one of the leading providers of critical flow control solutions and services to the process industry. With our global team of experts and innovative solutions, we help our customers improve process performance and ensure the safe flow of materials. Neles is listed on Nasdaq Helsinki Finland and its sales were approx EUR 576 million in 2020. Neles employs about 2,850 people in about 40 countries.
Important information
In several jurisdictions, in particular Australia, Canada, Hong Kong, South Africa, Singapore, Japan and United States, the distribution of this publication may be subject to legal restrictions (such as registration, access, qualification and other provisions of the relevant tender documents). In particular, the shares of the Merger Consideration or other securities mentioned in this release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“Securities Act“) or the securities laws of any state United States and as such, the shares of the merger consideration or other securities mentioned in this release may not be offered or sold United States except on the basis of an exemption from registration under the Securities Act. Securities are not offered to the public United States.
This announcement is not an offer to sell or an offer to purchase securities, nor is it an offer, solicitation or sale. United States or in any other jurisdiction where such offering, solicitation or sale would be illegal. Except as required by applicable law or regulation, this notice may not be transmitted, distributed or transmitted, directly or indirectly, in whole or in part, in part or in whole. United States, or otherwise to any jurisdiction or jurisdiction in which the distribution of such materials would violate applicable laws or regulations or require registration or licensing in such jurisdiction. Failure to comply with the above restriction may result in a violation of the Securities Act or other applicable securities laws.
This notice is not an invitation to an Extraordinary General Meeting (“EGMDecisions regarding the merger of Neles into Valmet shall be made solely on the basis of the notifications submitted to the Extraordinary General Meeting of Valmet and Neles and the merger prospectus or English merger, as applicable. , their securities and the Merger.
This bulletin contains forward-looking statements. All statements contained in this release, except those relating to historical facts, are forward-looking statements. Forward-looking statements reflect the combined expectations and forecasts of the combined company in relation to its financial position, results of operations, plans, objectives, future results, benefits of the Merger and business. These statements may include, without limitation, any statements that are preceded, followed, or include words such as “expect,” “means,” “intent,” “may”, “plan,” “should”, “could,” and other words. words and terms that have a similar meaning or a negative one. Such forward-looking statements include known and unknown risks, uncertainties and other significant factors beyond the control of the combined entity that could cause the actual results, performance or achievements of the combined entity to differ materially from those expected, performed or achieved. implicit. forward-looking statements. Such forward-looking statements are based on a number of assumptions about the combined company’s current and future business strategies and the operating environment in which it will operate in the future. Shareholders should not rely on these forward-looking statements. Valmet or Neles or their subsidiaries, advisors or agents or other persons are not obligated to review, confirm or publicly disclose any changes to any forward-looking statement that reflects events or circumstances after that date. from this publication.
This release may include Valmet’s and Neles’s estimates of the expected synergies and associated integration costs of the merger and business combination of Valmet and Neles, based on a number of assumptions and judgments. Such estimates describe the expected future impact of the Merger and the business combination of Valmet and Neles on the combined company’s business, financial condition and results of operations. Assumptions related to the estimated synergies and associated integration costs are inherently uncertain and are subject to a wide range of significant business, financial and competitive risks and uncertainties that may result in real synergies from the merger and business combination. The potential integration costs of Valmet and Neles and the related integration costs differ materially from the estimates presented in this release.
There can also be no assurance that the Merger will be implemented as described in this release and the Merger Prospectus or at all.
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