Watch Live

Tweet TWEET

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

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

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



Further information, please contact:

Minna Helppi, SVP, Group Treasurer, Metso Corporation, tel +358 20484 3195

Metso Corporation

Harri Nikunen

CFO

Juha Rouhiainen

VP, Investor Relations

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 €1,500,000,000 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 2013
and date  for receipt  by the  Tabulation 
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 2013
and date  for receipt  by the  Tabulation 
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  practicable 
intended to be  given to Noteholders  for following the relevant Meeting
Series of  Notes for  which the  Meetings 
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)
                        Kungsträdgårdsgatan 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