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Metso Corporation launches consent solicitation from holders of certain notes issued under its EMTN Programme

Metso Corporation launches consent solicitation from holders of certain notes 
issued under its EMTN Programme 
HELSINKI, FINLAND -- (Marketwired) -- 05/31/13 --  Metso
Corporation's stock exchange release on May 31, 2013 at 10:15 a.m.
local time 
Metso Corporation announces the launch of a consent solicitation
process to solicit consents and waivers from the holders of the
outstanding notes of certain series of notes issued pursuant to its
EMTN Programme to pass an extraordinary resolution at a separate
meeting of noteholders of each such series to sanction (a) the waiver
and authorisation of any breach or any alleged
breach of certain of
the terms and conditions of the notes and (b) waivers in
respect of
certain statutory rights that such noteholders may have under
Finnish
law, in each case, as may be caused by, or arise in respect
of, the proposed
demerger of Metso's Pulp, Paper and Power businesses
into an independent company. 
The details of the consent solicitation are more fully described in
the attached
Luxembourg Stock Exchange "Launch Notice" and the Consent
Solicitation Memorandum referred to therein. 
Disclaimer 
This announcement must be read in conjunction with the Consent
Solicitation Memorandum. If you are in any doubt as to the action you
should take, you are
recommended to seek your own financial advice
immediately from your stockbroker,
bank manager, accountant or other
independent financial adviser. 
Neither this announcement nor the Consent Solicitation Memorandum
constitutes an invitation to participate in the consent solicitation
in any jurisdiction in
which, or to any person to or from whom, it is
unlawful to make such invitation
or for there to be such
participation under applicable securities laws. The distribution or
publication of this announcement or of the Consent
Solicitation
Memorandum in certain jurisdictions may be restricted by
law. Persons into whose
possession this announcement or the Consent
Solicitation Memorandum comes are
required by Metso Corporation to
inform themselves about, and to observe, any
such restrictions. 
Metso is a global supplier of technology and services to customers in
the process industries, including mining, construction, pulp and
paper, power, and
oil and gas. Our 30,000 professionals based in over
50 countries contribute to
sustainability and deliver profitability
to customers worldwide. Metso's shares
are listed on the NASDAQ OMX
Helsinki Ltd. 
www.metso.com, www.twitter.com/metsogroup 
Distribution: 
NASDAQ OMX Helsinki Ltd 
Media 
www.metso.com 
Attachment: 
Luxembourg Stock Exchange "Launch Notice" 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY
PERSON LOCATED
OR  RESIDENT  IN  ANY  JURISDICTION  WHERE  IT  IS 
UNLAWFUL  TO DISTRIBUTE THIS
ANNOUNCEMENT. 
This  announcement contains important information which should be
read carefully
before  any decision is made with respect to the
Proposal (as defined below) and must be read in conjunction with the
Consent Solicitation Memorandum (as defined
below).  Any individual
or company whose Notes  (as defined below) are held by a broker, 
dealer, bank,  custodian, trust  company or  other nominee must
contact
such entity and instruct such entity, as the holder of such
Notes, to consent in accordance with the customary procedures of
Euroclear or Clearstream (as defined
in  the  Consent  Solicitation 
Memorandum),  as  applicable. Any Noteholder (as defined  below) who 
is in  doubt as  to what  action to  take should contact an
independent  professional  adviser  for  advice  on  the  merits of
the Proposal
including, without limitation, the tax consequences
thereof. 
Neither this announcement nor the Consent Solicitation Memorandum
constitutes an invitation  to participate in the  Proposal in any
jurisdiction  in which, or to any  person to or from whom, it is
unlawful to make such invitation or for there
to  be such
participation under applicable  securities laws. The  distribution of
this   announcement  or  of  the  Consent  Solicitation  Memorandum 
in certain
jurisdictions  may  be  restricted  by  law.  Persons into
whose possession this
announcement  or the Consent  Solicitation
Memorandum comes  are required by the Issuer, the Solicitation
Agents, the Tabulation Agent and the Fiscal Agent (each
as  defined 
below)  to  inform  themselves  about,  and  to  observe,  any such
restrictions. 
Announcement of solicitation of consents by 
METSO CORPORATION 
(incorporated with limited liability in the Republic of
Finland)                                  (the "Issuer") 
in respect of the outstanding 
Series 13 USD 150,000,000 Index-Linked Notes due 8 February 2018
(ISIN: XS0346152332; Common Code: 034615233) 
Series 16 USD 75,000,000 Index-Linked Notes due 10 April 2018
(ISIN: XS0357341394; Common Code: 035734139) 
(together, the "USD Notes") 
Series 20 EUR 40,000,000 Fixed Rate Notes due 13 May 2018 (ISIN:
XS0626477524;                             Common Code: 062647752) 
Series 20 EUR 300,000,000 7.250 per cent. Notes due 10 June 2014
(ISIN: XS0432617891; Common Code: 043261789) 
Series 22 EUR 100,000,000 Fixed Rate Notes due 27 June 2022 (ISIN:
XS0795500437;                             Common Code: 079550043) 
Series 23 EUR 400,000,000 2.750 per cent. Notes due 4 October 2019
(ISIN: XS0838968849; Common Code: 083896884) 
(together, the "Euro Notes") 
Series 21 SEK 300,000,000 Floating Rate Notes due July 2018 (ISIN:
XS0643372468;                             Common Code: 064337246) 
(the "SEK Notes") 
issued under its EUR1,500,000,000 Euro Medium Term Note
Programme 
(each a "Series" and the USD Notes, the Euro Notes and the SEK
Notes, and 
together, the "Notes") 
Helsinki, 31 May 2013 
Metso  Corporation hereby  announces the  launch of  a consent
solicitation (the
"Consent  Solicitation") to solicit consents from 
the beneficial holders of the outstanding Notes of each Series (the
"Noteholders") to consider and, if thought
fit,  pass an
extraordinary  resolution at a  separate meeting of Noteholders of
each  Series (each a "Meeting" and together, the "Meetings") to
sanction (a) the waiver  and authorisation of any breach or  any
alleged breach of certain of the terms  and conditions of the Notes
and (b) certain waivers in respect of certain
statutory  rights that
such Noteholders may have under Finnish law, in each case
as  may be
caused by, or arise in  respect of, the proposed Demerger (as
defined
below),  all as more fully described  in the Consent
Solicitation Memorandum (as defined below) (the "Proposal"). 
The  Consent  Solicitation  is  being  made  on  the  terms  and 
subject to the conditions  set out in the Consent Solicitation 
Memorandum dated as of the date
hereof  (the "Consent Solicitation
Memorandum").  Capitalised terms used in this
announcement  but not 
defined have  the meanings  given to  them in the
Consent
Solicitation Memorandum. 
The board of directors of the Issuer proposes that the Issuer shall
demerge in a partial  demerger  (the  "Demerger")  to  the  effect
that all assets, debts and liabilities  of the Issuer which relate to
 its pulp, paper and power businesses
shall  transfer, without 
liquidation, to  a company  to be  incorporated in the demerger 
("Valmet Corporation"), in  the manner set  forth in the demerger
plan
dated  31 May 2013 (the "Demerger Plan"). A copy of the Demerger
Plan, including
appendices, is set out in Appendix 1 to the Consent
Solicitation Memorandum. 
The  Demerger shall be carried out in  compliance with the provisions
of Chapter
17 of  the Finnish Companies Act (624/2006,  as amended)
(the "Finnish Companies
Act"),  and Section 52 c  of the Finnish 
Business Income Tax  Act (360/1968, as amended). 
Terms of the Proposal 
Among other things, the Issuer is requesting that the Noteholders of
each Series
of Notes sanction: 
1. (a)     the  irrevocable  and  unconditional  waiver and
authorisation of any breach  or any alleged breach  whether caused by
the  threat of, in anticipation
of,  in  connection  with,  or  as  a
 result  of, the proposed Demerger, of the following Conditions of
each such Series: 
(i)        Condition 13(c)(ii) (Cross-default of Issuer or Material
Subsidiary);
and 
(ii)         Condition  13(f)(iv) (Insolvency  etc)  (insofar  as 
the Demerger
contemplates the cessation of a substantial part of the
Issuer's business); 
(b)         the irrevocable  and unconditional  waiver and 
authorisation of any breach  or any  alleged breach  whatsoever of 
any other  obligation under or in respect  of the Notes which may be
breached  or may be capable of being breached
by the threat of, in
anticipation of, in connection with, or as a result, of the proposed
Demerger; 
(c)         all other consequential  changes to the  Conditions as
are necessary
for  or expedient to the waivers set out  above in
paragraphs (a) and (b) above;
and 
2. (a)     the irrevocable and unconditional waiver  of their
statutory right to object  to  the  Demerger  pursuant  to  Chapter 
17, Section  6 of  the Finnish
Companies Act; 
(b)        the irrevocable and unconditional waiver of any and all of
the rights
that they may have to make claims against Valmet
Corporation after the Effective
Date  on the basis  of any actual  or
alleged Secondary  Demerger Liability with
respect to the Notes; 
(c)        an acknowledgement and agreement that, with effect from
the Effective
Date,  Valmet Corporation shall not have any obligations
or liability whatsoever
towards the Noteholders under or in relation
to such Series of Notes. 
The  Meetings of Noteholders of each  Series (starting with the
Series 13 Notes)
will start at 11 a.m. (London time) on 24 June 2013,
with subsequent Meetings in respect of each other Series (in order of
ascending series number) being held at five  (5)  minutes  intervals 
thereafter  or  after the completion of preceding
Meeting (whichever
is later), in each case at the office of White & Case LLP, 5 Old
Broad Street, London EC2N 1DW, United Kingdom. 
Instruction Fees: 
In  relation  to  each  Series  of  Notes,  Noteholders  who  submit 
or deliver
Electronic  Voting Instructions voting in  favour of an
Extraordinary Resolution
(i) prior to the Early Instruction Deadline
(as set out below) shall be eligible
to  receive an  amount equal  to
0.45 per  cent. of  the principal amount of the Notes  which are  the
subject  of the  Electronic Voting Instruction (the
"Early
Instruction Fee") and (ii) after the Early Instruction
Deadline but prior to the Late  Instruction Deadline (as  set out
below)  shall be eligible  to receive an amount  equal to 0.10 per
cent.  of the principal amount  of the Notes which are the  subject
of the Electronic Voting Instruction (the "Basic Instruction
Fee"),
subject  in  each  case  to  the  relevant  Extraordinary 
Resolution being duly
passed.   Noteholders who submit or deliver
Electronic Voting Instructions after
the  Early  Instruction 
Deadline  will  not  be  eligible  to receive the Early
Instruction 
Fee  and  Noteholders  who  submit  or  deliver  Electronic
Voting
Instructions after the Late Instruction Deadline will not be
eligible to receive
the Basic Instruction Fee. 
Noteholders  who deliver  voting instructions  other than  by way  of
Electronic
Voting Instructions or who deliver Electronic Voting
Instructions voting against
the Extraordinary Resolution and/or
deliver Electronic Voting Instructions after
the  relevant  Fee 
Instruction  Deadline  will  not  be eligible to receive the relevant
Instruction Fee.  Noteholders who attend the Meeting(s) in person or
by proxy will not be eligible to receive the relevant Instruction Fee. 


 
 
Indicative Timeline
 
Event                                      Date and Time
 
Announcement  of the Proposal and Notices  31 May 2013
of Meetings to be given to Noteholders of
each    Series    of    Notes.    Consent
Solicitation Memorandum made available at
the   offices   of  the  Issuer  and  the
Tabulation Agent.
 
Early  Instruction Deadline - latest time  4 p.m. (London time) on 14 June
and  date for  receipt by  the Tabulation  2013
Agent  of Electronic  Voting Instructions
in  order for Noteholders  to be eligible
to receive the Early Instruction Fee
 
Late  Instruction Deadline  - latest time  4 p.m. (London time) on 20 June
and  date for  receipt by  the Tabulation  2013
Agent  of Electronic  Voting Instructions
in  order for Noteholders  to be eligible
to receive the Basic Instruction Fee
 
Time and date of the Meetings              The first Meeting (for the
                                           Series 13 Notes)  will start  at
                                           11 a.m. (London time) on 24 June
                                           2013, with subsequent Meetings
                                           in  respect  of  each  other
                                           Series  (in order  of ascending
                                           series number) being held at
                                           five (5) minutes intervals
                                           thereafter  or  after  the
                                           completion    of   preceding
                                           Meeting (whichever is later)
 
Notice  of  the  results  of the Meetings  As soon as reasonably
intended  to be given  to Noteholders for  practicable following the
Series  of Notes  for which  the Meetings  relevant Meeting
were quorate
 
If  an Extraordinary Resolution is passed
at any Meeting:
 
Settlement  Date (in respect of a Meeting  27 June 2013
that  was not  adjourned) for  payment of
Instruction  Fees to Noteholders who have
submitted  or delivered Electronic Voting
Instructions    by   the   relevant   Fee
Instruction Deadline and have not (except
in the limited circumstances as permitted
herein)  subsequently revoked  or amended
such instructions
 
If  any Meeting  is adjourned,  the times
and  dates set out  above will be amended
in  the  manner  set  out  in the Consent
Solicitation Memorandum

 
Voting and Quorum 
To  be passed at a  Meeting, an Extraordinary Resolution  requires a
majority of not  less  than  75 per  cent.  of  the  votes cast. If
passed, an Extraordinary
Resolution  shall be binding on  all the
Noteholders, whether  or not present at the Meeting, and each of them
shall be bound to give effect to it accordingly. 
The  quorum required at a Meeting  of each Series of Notes  shall be
two or more
persons  present in person holding Notes or voting
certificates or being proxies
and  holding  or  representing  in  the
 aggregate a clear majority in principal
amount  of the Notes of  the
Series in respect  of which the Meeting is convened
for the time
being outstanding. 
If  within  15 minutes  after  the  time  fixed  for the Meeting a
quorum is not present, the Meeting shall stand adjourned to such date,
being not less than 14 days  nor  more  than  42 days  later,  and 
to  such  place as the chairman may decide.    At least 10 days'
notice  of an adjourned Meeting  shall be given, in the  same manner
as  for the original  Meeting. Notice of  the adjourned meeting
shall
state the quorum required at the adjourned meeting. 
At  any adjourned Meeting,  the quorum shall  be two or  more persons
present in person  holding  Notes  or  voting  certificates  or being
proxies (whatever the principal  amount of the Notes  so held or
represented)  shall form a quorum and may  pass any resolution and 
decide upon all matters  which could properly have
been  dealt  with 
at  the  original  Meeting  had a quorum been present at
such
meeting. 
If  the Meeting  is adjourned  for lack  of quorum,  it is  the
intention of the Issuer  to arrange for  a notice convening  the
adjourned Meeting  to be held as soon  as reasonably practicable  (in
accordance with  the Meeting Provisions (as defined herein))
following such adjournment. 
Electronic  Voting  Instructions  given  and  voting  certificates
obtained  by Noteholders  in respect  of the  Meeting shall  remain
valid  for such adjourned
Meeting  unless,  in  the  case  of 
Electronic  Voting Instructions, revoked or amended  in the limited
circumstances permitted herein or, in the case of
voting
certificates,  surrendered not less than 48 hours  before the
time appointed for any adjourned meeting. 
Further Details of the Consent Solicitation 
Danske  Bank A/S, Merrill Lynch  International and Skandinaviska
Enskilda Banken
AB (publ) are acting as Solicitation Agents and Lucid
Issuer Services Limited is acting as Tabulation Agent. 
Noteholders  may,  at  any  time  during  normal  business  hours on
any weekday
(Saturdays,  Sundays  and  bank  and  other  public 
holidays  in  the relevant
jurisdiction  excepted) prior  to the 
Meetings, inspect  copies of  the Consent
Solicitation  Memorandum 
at  the  specified  offices  of  the  Issuer  and the
Tabulation
Agent set out below. 
Any  questions regarding the  terms of the  Proposal or the Consent
Solicitation
may  be directed to the Issuer, the Tabulation Agent and
the Solicitation Agents
at the addresses and telephone numbers
specified below: 
The Issuer is: 
METSO CORPORATION 
Fabianinkatu 9 A 
FI-00101 Helsinki 
Finland 
Telephone: +358 20 484 100 
Email: minna.helppi@metso.com / henry.lindqvist@metso.com 
Facsimile: +358 20 484 3141 
Attention: Minna Helppi / Henry Lindqvist 
The Solicitation Agents are: 
Danske Bank A/S 
2-12 Holmens Kanal 
DK - 1092 Copenhagen K 
Denmark 
Telephone: +45 45 14 39 64 
Email: r3775dcm@danskebank.dk 
Facsimile: +45 45 14 91 97 
Attention: 3775 Debt Capital Markets 
MERRIL LYNCH INTERNATIONAL 
2 King Edward Street 
London EC1A 1HQ 
United Kingdom 
For information by telephone: +44 207 995 3715 / 2324 
Email: john.m.cavanagh@baml.com / tommaso.gros-pietro@baml.com 
Attention: Liability Management - John Cavanagh / Tommaso Gros-Pietro 
Skandinaviska Enskilda Banken AB (publ) 
Kungstraedgardsgatan 8 
10640 Stockholm 
Sweden 
Telephone: +46 8 506 232 18 
Email: liabilitymanagement@seb.se 
Facsimile: +46 8 763 83 80 
Attention: EMTN Desk 
The Tabulation Agent is: 
LUCID ISSUER SERVICES LIMITED 
436 Essex Road 
London N1 3QP 
United Kingdom 
Telephone: +44 (0) 20 7704 0880 
Email: metso@lucid-is.com 
Attention: Thomas Choquet / Victor Parzyjagla 
The Fiscal Agent and the Paying Agent is: 
CITIBANK, N.A. 
Citigroup Centre, Canada Square 
Canary Wharf 
London E14 5LB 
United Kingdom 
Telephone: +353 1 622 0866 
Email: ppapayments@citi.com 
Facsimile: +353 1 622 2210 
Attention: PPA Payments 
DISCLAIMER: 
The  Solicitation Agents and the Tabulation Agent do not take any
responsibility
for  the contents of this announcement  or the Consent
Solicitation Memorandum.
None  of  the  Solicitation  Agents  or  the 
Tabulation Agent, nor any of their
respective  affiliates, makes any
recommendation to Noteholders as to whether or not  to  agree  to 
the  Proposal  or  to  vote  in  favour of the
Extraordinary
Resolution. 
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. 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 the information contained therein. 
Source: Metso Corporation via Thomson Reuters ONE 
[HUG#1706164] 
Further information, please contact: 
Minna Helppi
SVP, Group Treasurer
Metso Corporation
tel +358 20 484 3195 
Metso Corporation 
Harri Nikunen
CFO 
Juha Rouhiainen
VP, Investor Relations