The Valmet Oyj stock market press release November 5, 2021 at 3:15 p.m. EET
HELSINKI, November 5, 2021 / PRNewswire / – Valmet Oyj (“Valmet“) and Neles Corporation (“Neles“) announced on July 2, 2021 that Valmet and Neles will merge to create a leading company with a unique offering for the processing industries on a global scale. The finalization of the merger was to take place on January 1, 2022, subject to all conditions for completion being met. As regulatory review processes are taking longer than expected, finalization of the merger is now expected to take place on or before April 1, 2022.
The duration of regulatory review processes has been affected by third party statements submitted to competition authorities.
Board of directors
For more information, please contact:
Pekka Rouhiainen, Director of Investor Relations, Valmet, tel. +358 10 672 0020
NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR IN AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, SINGAPORE, JAPAN, UNITED STATES OR ANY OTHER JURISDICTION IN SUCH PUBLICATION OR DISTRIBUTION VIOLATES APPLICABLE LAWS OR RULES OR REQUIRES THE COMPLETION OR RECORDING OF ADDITIONAL DOCUMENTS OR REQUIRING ACTION BE TAKEN IN ADDITION TO THE REQUIREMENTS OF FINNISH LAW. SEE “IMPORTANT NOTICE” BELOW.
Brief information about Valmet and Neles
Valmet is a leading global developer and supplier of process technologies, automation and services to the pulp, paper and energy industries. We aim to become the world champion in the service of our customers. Valmet’s strong technology offering includes pulp mills, tissue, board and paper production lines, as well as power plants for bioenergy production. Our advanced services and automation solutions improve the reliability and performance of our customers’ processes and improve the efficient use of raw materials and energy. Valmet’s net sales in 2020 were approximately 3.7 billion euros. Our 14,000 professionals around the world work closely with our customers and are committed to improving the performance of our customers, every day. Valmet’s head office is in Espoo, Finland and its shares are listed on Nasdaq Helsinki.
Neles is a leading provider of critical flow control solutions and services for the process industries. With our global team of experts and innovative solutions, we help our customers improve the performance of their processes and ensure a safe material flow. Neles is listed on Nasdaq Helsinki in Finland and achieved sales of approximately â¬ 576 million in 2020. Neles employs around 2,850 people in around 40 countries.
In a number of jurisdictions, notably in Australia, Canada, Hong Kong, South Africa, Singapore, Japan and United States, the distribution of this press release may be subject to restrictions imposed by law (such as registration of relevant offering documents, admission, qualification and other regulations). In particular, neither the merger consideration shares nor any other securities referenced in this press release have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act“) or the securities laws of any State of United States and as such, neither the merger counterpart shares nor any other security referenced in this press release may be offered or sold in United States except under an exemption from registration applicable under the Securities Act. There will be no public offering of securities in United States.
This press release is not an offer to sell or the solicitation of an offer to buy securities and does not constitute an offer, solicitation or sale in United States or any other jurisdiction in which such offering, solicitation or sale would be illegal. Unless required by applicable law or regulation, this press release must not be transmitted, distributed or sent, directly or indirectly, in whole or in part, in or in United States, or otherwise in or in any jurisdiction where distribution of such materials would violate any applicable law or regulation, or require registration or license in that jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws.
This press release does not constitute an invitation to an Extraordinary General Meeting (“AGE“) or a merger prospectus. Any decision regarding the Merger of Neles with Valmet should be taken solely on the basis of the information contained in the actual notices to the EGM of Valmet and Neles, if any, and the merger prospectus or the English Merger Prospectus as well as an independent analysis of the information it contains.You should consult the English Merger Prospectus or Merger Prospectus for more complete information about Valmet, Neles, their respective subsidiaries, their respective holdings and the Merger .
This press release contains forward-looking statements. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements provide the combined company’s current expectations and projections regarding its financial condition, results of operations, plans, objectives, future performance, benefits of the Merger and its activities. These statements may include, but are not limited to, statements preceded, followed or including words such as “expect”, “aim”, “intend”, “may”, “plan”, ” , words and terms with similar meanings or the negative thereof. These forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Combined Company which could cause the actual results, performance or achievements of the Combined Company to differ materially from the results, performances or achievements of the Combined Company. or expected accomplishments expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions about the present and future business strategies of the combined company and the environment in which it will operate in the future. Shareholders should not rely on these forward-looking statements. Neither Valmet nor Neles, nor any of their respective affiliates, advisers or representatives or any other person undertakes to review, confirm or publicly publish any revision of any forward-looking statement to reflect events or circumstances occurring after the date of such exit.
This press release may include estimates relating to the expected synergy benefits of the Merger and the business combination of Valmet and Neles as well as the associated integration costs, which have been prepared by Valmet and Neles and are based on a number of assumptions and judgments. These estimates present the expected future impact of the Merger and the business combination of Valmet and Neles on the business, financial condition and results of operations of the combined company. Assumptions about the estimated synergy benefits and associated integration costs are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could result in the actual synergy benefits of the merger and consolidation. the combination of the business activities of Valmet and Neles, if any, and the associated integration costs differ materially from the estimates in this release.
In addition, there can be no assurance that the Merger will be completed in the manner and within the timeframe described in this press release and the Merger Prospectus, or not at all.
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