SCA: Acquisition of Metsa Tissue Not Approved by European

Business Editors  
STOCKHOLM, Sweden--(BUSINESS WIRE)--Jan. 31, 2001--The European 
Commission announced today that it has not approved SCA's acquisition 
of the Finnish company Metsa Tissue.  
This decision means that the agreement reached on 30 May 2000, 
through which SCA acquired a majority shareholding in Metsa Tissue 
from Metsa-Serla, will not be completed. According to the agreement, 
SCA was to pay EUR 295 M for 65% of the shares, corresponding to a 
debt-free payment for the entire company amounting to EUR 650 M. The 
agreement also listed the undertakings to divest certain operations 
that SCA was prepared to submit to the Commission, in the event that 
undertakings were necessary to obtain approval. It was furthermore 
prescribed that the seller would be entitled to compensation under 
certain circumstances, if the transaction could not be completed as a 
result of competition-related obstacles. However, this amount would be 
a maximum of SEK 150 M.  
As part of this matter, SCA submitted its commitments to divest 
businesses corresponding to some 75% of the acquired operations in 
Sweden, Norway and Denmark, including Swedish manufacturing units with 
a combined capacity amounting to approximately 100,000 tons. However, 
in addition to further concessions in Sweden and Denmark, the 
Commission demanded that SCA also divest operations in the consumer 
and AFH area in Finland as a prerequisite for its approval. The 
Commission's assessment is based on each Nordic country being 
considered a separate market for consumer and AFH tissue.  
A basic aim of the acquisition of Metsa Tissue was to 
substantially strengthen SCA's position in Finland and complement 
certain existing market positions in the other Nordic countries. For 
SCA, acceptance of the Commission's demands would be incompatible with 
this goal.  
The Commission's decision does not affect the terms and conditions 
of the other transactions for which agreement was reached between SCA 
and Metsa-Serla on May 30, 2000. These are SCA's sale of 50% of its 
shares in Modo Paper and SCA's acquisition of Metsa-Serla's European 
corrugated board operations. Neither does the decision affect SCA's 
existing minority stake in Metsa Tissue acquired prior to the 
agreement with Metsa-Serla.  
Stockholm 31 January 2001 
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