TAMFELT CORP. STOCK EXCHANGE RELEASE November 9, 2009 at 4.00 p.m.
STATEMENT OF THE BOARD OF DIRECTORS OF TAMFELT CORP. IN RELATION TO THE
ANNOUNCED PUBLIC TENDER OFFER BY METSO CORPORATION FOR THE SHARES AND STOCK
OPTIONS OF TAMFELT CORP.
This statement is issued by the Board of Directors (the “Board of Directors”) of
Tamfelt Corp. (“Tamfelt”) pursuant to Section 6, Chapter 6 of the Finnish
Securities Markets Act and Recommendation 8 of the Takeover Code issued by the
Panel on Takeovers and Mergers at the Central Chamber of Commerce of Finland.
STATEMENT OF THE BOARD OF DIRECTORS
Offer Terms in Brief
Tamfelt has entered into a combination agreement (the “Combination Agreement”)
with Metso Corporation (“Metso”) on November 5, 2009, and Metso has subsequently
on November 5, 2009 announced an intention through a public tender offer to
acquire the outstanding shares in Tamfelt, and stock options entitling to such
shares through a public tender offer.
In the public tender offer (the “Share Exchange Offer”), shareholders in Tamfelt
are offered 3 new shares in Metso in exchange for every 10 Tamfelt shares. The
Share Exchange Offer represents a premium of 20.3 percent compared to the
closing price, EUR 4.90, of Tamfelt shares on the NASDAQ OMX Helsinki Oy (the
“Helsinki Stock Exchange”) on November 4, 2009, the last trading day preceding
the announcement of the Share Exchange Offer. Premiums compared to
volume-weighted average prices of Tamfelt shares on the Helsinki Stock Exchange
during the last 3, 6 and 12 month periods are 19.5%, 31.6% and 29.6%,
respectively. Premiums have been calculated based on the closing price, EUR
19.65, of Metso shares on the Helsinki Stock Exchange on November 4, 2009, the
last trading day preceding the announcement of the Share Exchange Offer.
(Volume-weighted average trading price (“VWAP”) calculations are based on
volume-weighted averages of daily volume-weighted average trading prices from
the Helsinki Stock Exchange. Due to the combination of Tamfelt preferred and
common shares, the period prior to the share class combination is based on
Tamfelt preferred share and the period post the share class combination is based
on Tamfelt share.)
Metso also offers to acquire in cash all of the stock options issued by Tamfelt
for EUR 0.35 each (the “Offer for Stock Options”). Each stock option entitles
its holder to subscribe for one share in Tamfelt. The share subscription price
under the stock options is EUR 7.46. The stock options are not subject to public
trading.
According to the Share Exchange Offer, the acceptance period is expected to
commence on or about November 23, 2009 and to expire on or about December 18,
2009. The share exchange offer document will be published on or about November
19, 2009.
The Share Exchange Offer is, among other conditions, conditional upon regulatory
approvals, and such acceptance level where Metso owns of at least 67% of shares
and votes in Tamfelt. Metso has reserved the right to waive any of the
conditions. The detailed terms and conditions will be published in the share
exchange offer document.
Major shareholders of Tamfelt, Ilmarinen Mutual Pension Insurance Company, Varma
Mutual Pension Insurance Company, Tapiola Mutual Pension Insurance Company,
Mandatum Life Insurance Company Limited, Kaleva Mutual Insurance Company as well
as certain foundations and private shareholders (the “Major Shareholders”) have
accepted the Share Exchange Offer. The Major Shareholders' aggregated ownership
in Tamfelt is 35.58 per cent of shares including 2.82 per cent ownership of
Tamfelt held by Metso.
Background
All Members of the Board of Directors have participated in the decision-making
regarding the statement, excluding Pasi Laine (Member of Metso's Executive
Team), who has not participated and will not participate in the Board of
Directors' decisions in this matter due to a potential conflict of interest.
The Board of Directors has based its statements herein and its recommendation on
an assessment of factors and circumstances that the Board of Directors has
deemed relevant in relation to the Share Exchange Offer, including, but not
limited to, information and assumptions regarding Tamfelt's business and
financial conditions and outlook as well as to the relevant extent on
information and assumptions regarding Metso's business and financial conditions
and outlook. The Board of Directors has assessed other significant alternatives
available for Tamfelt as part of its normal strategy review but has not actively
solicited other potentially interested parties.
Statement Regarding Strategic Plans and Their Probable Implications to Tamfelt's
Operations and Personnel as Proposed by Metso
The Board of Directors has assessed that Metso's extensive installed base and
global sales and services network provide Tamfelt's products and services new
growth potential especially outside Europe. Tamfelt's PMC products (Paper
machine clothing), i.e., fabrics, felts and belts complement Metso's product and
services offering, thus enabling the offering of more competitive and
comprehensive solutions for the companies' shared customer base. Tamfelt's
filter fabrics complement Metso's wear product offering not only in the pulp and
paper industry but also, for example, in the mining and energy industries. Based
on the assessment of the Board of Directors, the focus of the markets is
shifting increasingly outside Europe. The Board of Directors believes that
Metso's global network and strong position also in the emerging markets will
further strengthen Tamfelt's competitiveness also in these areas. The
combination is a continuation to the long-term and successful co-operation. As
both companies are technology leaders in their respective areas, the Board of
Directors believes that this will accelerate technological development in the
future.
The Board of Directors also notes that according to Metso's estimates, the
global combination of operations is expected to result in total annual synergies
of EUR 7-10 million.
After the combination, Tamfelt will continue its operations as a business line
within Metso's Paper and Fiber Technology segment.
Apart from some administrative operations, the combination is not expected to
have any immediate effect on the position of Tamfelt's management or employees.
Tamfelt will realize the already agreed and undergoing cost reduction measures
and strategic rearrangements irrespective of the outcome of the Share Exchange
Offer.
Statement Regarding the Share Exchange Offer to the Shareholders and Option
Holders of Tamfelt - Recommendation by the Board of Directors
Tamfelt's Board of Directors has retained financial and legal advisors in
relation to the evaluation of the Share Exchange Offer. Access Partner Oy has
been the financial advisor and Merilampi Attorneys Ltd the legal advisor to the
Board of Directors.
Access Partners has on November 5, 2009, rendered a fairness opinion (the
Fairness Opinion”) to the Board of Directors to the effect that, based upon and
subject to the assumptions, considerations and limitations set forth therein and
other factors deemed relevant, the Share Exchange Offer and the Offer for Stock
Options are fair, from a financial point of view, to the shareholders and option
holders of Tamfelt. The Fairness Opinion will be published in full in the share
exchange document. The full Fairness Opinion prevails over any summary set out
herein.
It is the assessment of the Board of Directors that the Share Exchange Offer and
the Offer for Stock Options offered by Metso are fair to the shareholders and
option holders of Tamfelt from a financial point of view. The Board of Directors
unanimously recommends the shareholders of Tamfelt to accept the Share Exchange
Offer and the option holders of Tamfelt to accept the Offer for Stock Options.
Each Tamfelt shareholder and option holder should independently assess whether
to accept the Share Exchange Offer or the Offer for Stock Options and evaluate
the tax position, trading and other costs as well as the volatility and
liquidity risk of the shares with respect to the Share Exchange Offer and the
Offer for Stock Options.
Helsinki, November 9, 2009
Tamfelt Corp.
Board of Directors
Distribution
NASDAQ OMX Helsinki Ltd
Main media
www.tamfelt.com
Tamfelt is a world-leading supplier of technical textiles. The company's main
products are clothing products for the paper and pulp as well as mining and
chemical industries. The Group employs about 1,350 people and its net sales in
2008 were 165 million euro. Founded in 1797, the company is one of the pioneers
of Finnish industry.
STATEMENT OF THE BOARD OF DIRECTORS OF TAMFELT CORP. IN RELATION TO THE ANNOUNCED PUBLIC TENDER OFFER BY METSO CORPORATION FOR THE SHARES AND STOCK OPTIONS OF TAMFELT CORP.
| Quelle: Tamfelt Oyj Abp