Orion Oyj : Decision by the Board of Directors to acquire own shares
ORION CORPORATION STOCK EXCHANGE RELEASE 23 APRIL 2013 at 1.00PM EEST
The Board of Directors of Orion Corporation decided on 23 April 2013 on a
share acquisition based on the authorisation by the Annual General Meeting on
19 March 2013. According to the decision, 500,000 Class B shares of Orion
Corporation will be acquired. The acquisition will be started at the earliest
on 2 May 2013 and it can continue until further notice. The acquisition of the
shares will be executed in accordance with the terms of the authorisation by
the Annual General Meeting.
The shares shall be acquired using funds in the company's distributable equity
at the price of the acquisition moment quoted at trading on regulated market
organised by NASDAQ OMX Helsinki Oy ("Stock Exchange"), in proportions not
corresponding to the shareholders' holdings. The shares shall be acquired and
paid for in accordance with the rules of the Stock Exchange and Euroclear
The shares will be acquired to be used as part of the execution of the
long-term Incentive Plan 2013 for key persons of the Orion Group. There is a
weighty financial reason for the targeted share acquisition, because the
purpose of the incentive plan is to encourage the persons involved in it to
sustained commitment and efforts for the benefit of the company and its
The terms and conditions of the authorisation to acquire the company's own
shares are attached to this release. They were published in the stock exchange
release of 19 March 2013 concerning the decisions of the Annual General
Meeting of Orion Corporation.
The 2012 Financial Statements documents of Orion Corporation, the decision of
the profit distribution made by the Annual General Meeting on 19 March 2013 as
well as the Interim Report 1-3/2013 are available on the homepage
http://www.orion.fi/en/News-and-media/, as provided in the Companies Act.
Timo Lappalainen Olli Huotari
President and CEO SVP, Corporate Functions
Olli Huotari, SVP, Corporate Functions
tel. +358 10426 3054
Authorisation of the Board of Directors to decide on acquisition
of the company's own shares
The Board of Directors of Orion Corporation was authorised by the Annual
General Meeting 2013 of Orion Corporation to decide on the acquisition of the
company's own shares on the following terms and conditions:
Maximum amount of shares to be acquired
On the basis of the authorisation, the Board of Directors shall be entitled to
decide on the acquisition of no more than 500,000 B-shares of Orion
Consideration to be paid for the shares
The own shares shall be acquired at the price of the acquisition moment quoted
at trading on regulated market organised by NASDAQ OMX Helsinki Ltd ("Stock
Exchange"), using funds in the Company's distributable equity.
The own shares shall be acquired through trading on regulated market organised
by the Stock Exchange in a proportion not corresponding to the shareholders'
holdings. The shares shall be acquired and paid for in accordance with the
rules of the Stock Exchange and Euroclear Finland Ltd.
Holding, invalidation and conveyance of the shares
The shares acquired can be kept, invalidated, or further conveyed by the
The shares can be acquired for the purpose of developing the capital structure
of the Company, for using them for financing possible corporate acquisitions
or other business arrangements of the Company, for financing capital
expenditure, as part of the Company's incentive system, or otherwise conveying
or invalidating them.
Other terms and validity
The Board of Directors shall decide on other matters related to the
acquisition of own shares.
The authorisation to acquire own shares shall be valid 18 months from the
decision of the Annual General Meeting of the Shareholders.
Orionintie 1A, FI-02200 Espoo, Finland
Orion is a globally operating Finnish company developing pharmaceuticals and
diagnostic tests - a builder of well-being. Orion develops, manufactures and
markets human and veterinary pharmaceuticals, active pharmaceutical
ingredients and diagnostic tests. The company is continuously developing new
drugs and treatment methods. Pharmaceutical R&D focuses on central nervous
system drugs, oncology and critical care drugs, and Easyhaler® pulmonary
Orion's net sales in 2012 amounted to EUR 980 million and the company had
about 3,500 employees. Orion's A and B shares are listed on NASDAQ OMX
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: Orion Oyj via Thomson Reuters ONE
Press spacebar to pause and continue. Press esc to stop.