Metso Corporation: Metso publishes a demerger prospectus for Valmet Corporation

     Metso Corporation: Metso publishes a demerger prospectus for Valmet
                                 Corporation

Metso Corporation's stock exchange release on September 23, 2013 at 12:40
p.m. local time

Metso Corporation will publish a demerger prospectus today that has been
prepared on behalf of Valmet Corporation in order to carry out the partial
demerger of Metso and to apply for the listing of Valmet's shares on the
official list of NASDAQ OMX Helsinki Ltd.

Metso's Board of Directors unanimously approved a demerger plan on May 31,
2013 under which all the assets, debts, and liabilities relating to Metso's
Pulp, Paper and Power businesses will transfer, without liquidation, from
Metso to Valmet. On August 15, 2013, the Board unanimously decided to propose
the approval of the partial demerger and the demerger plan to the
Extraordinary General Meeting of Metso shareholders scheduled for October 1,
2013. The completion of the partial demerger is expected to be registered in
the Finnish Trade Register on or about December 31, 2013.

Metso's Board of Directors approved the strategy and financial targets for
Valmet Corporation on September 3, 2013.

Publication of the Demerger Prospectus

The Finnish demerger prospectus approved by the Finnish Financial Supervisory
Authority, together with an unofficial English translation, are available on
Metso's website, www.metso.com/demerger, as of today.

This release also contains certain other previously unpublished information
described in the demerger prospectus. This information includes the short-term
outlook for Valmet and the carve-out and pro forma historical financial
information for Valmet. The terms used below are explained in detail in the
demerger prospectus.

Valmet's Strategy

Valmet will focus on delivering technology and services globally to industries
that use bio-based raw materials. Valmet's vision is to become the global
champion in serving its customers, and its mission is to convert renewable
resources into sustainable results.

Valmet's main customer industries are pulp, paper, and energy. All of these
are major global industries that offer growth potential for the future. Valmet
will complement its core business by applying its technology and know-how to
industries beyond biomass, particularly in the energy sector.

Valmet's product and service portfolio consists of productivity-enhancing
services, plant upgrades and rebuilds, new cost-efficient equipment and
solutions for optimizing energy and raw material usage, and technologies for
increasing the value of its customers' end-products.

  Financial Targets

Metso's Board of Directors has set the following financial targets for Valmet:

  *Net sales growth to exceed market growth;
  *EBITA margin before non-recurring items: 6 to 9 percent;
  *Return on capital employed ("ROCE") (pre-tax): minimum of 15 percent; and
  *Dividend payout of at least 40% of net profit.

Valmet's Must-Win Initiatives to Achieve its Strategic Targets

Valmet will seek to achieve its strategic goals by pursuing the following
Must-Win initiatives:

1)  Customer excellence

Strengthen key account management to enhance customer growth

Drive service growth through long-term agreements and an expanded customer
base

2)  Leader in technology and innovation

Develop more cost-competitive and less capital-intensive products

Create new revenue from biotechnology solutions and a new offering

3)  Excellence in processes

Improve health and safety

Reduce quality costs

Increase savings from procurement initiatives

4) Winning team

Strengthen high-performance culture

Continue further globalization of our capabilities to be closer to customers

Valmet Short-term Outlook

In the Pulp and Energy business line, management expects the demand for pulp
mills and rebuilds to remain satisfactory while demand for power plants based
on renewable energy sources is expected by management to remain weak. In the
Paper business line, management believes that structural changes in the paper
industry are likely to continue and expects demand for papermaking lines to
remain weak. In the Services business line, management expects demand to be
satisfactory. A global cost efficiency program is being implemented to improve
Valmet's competitiveness.

Valmet Carve-out Financial Information

The demerger prospectus includes Valmet's (i) audited carve-out financial
statements as at and for the years ended December 31, 2012, 2011, and 2010,
together with (ii) unaudited interim carve-out financial information as at and
for the six months ended June 30, 2013, including unaudited comparative
interim carve-out financial information as at and for the six months ended
June 30, 2012.

The carve-out financial information for Valmet has been derived from Metso's
audited consolidated financial statements as at and for the years ended
December 31, 2012, 2011, and 2010 and unaudited consolidated interim reports
as at and for the six months ended June 30, 2013 and 2012. The audited
carve-out financial statements for Valmet as at and for the years ended
December 31, 2012, 2011, and 2010 have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted by the
European Union in respect of the principles for determining which assets and
liabilities, income, and expenses, as well as cash flows, are to be assigned
to Valmet as described in the notes to the carve-out financial statements. The
unaudited interim carve-out financial information for Valmet as at and for the
six months ended June 30, 2013, including unaudited comparative interim
carve-out financial information as at and for the six months ended June 30,
2012, has been prepared in accordance with "IAS 34 - Interim Financial
Reporting" under the same considerations as described above.

As Valmet does not comprise a group of entities under the control of a parent
as defined by "IAS 27 - Consolidated and Separate Financial Statements", it
has not historically prepared consolidated financial information for internal
or external reporting purposes. The carve-out financial information for Valmet
included in the demerger prospectus has been prepared by combining the
statements of income, statements of comprehensive income, balance sheets, and
cash flows of the legal entities and operating units attributable to the Pulp,
Paper and Power businesses in Metso's historical consolidated financial
statements and that will be carved out from Metso to form Valmet, including
certain of Metso Corporation's and Metso's foreign holding companies' income
and expenses, assets and liabilities, and cash flows that will either be
transferred to Valmet or that have been allocated to Valmet for the purpose of
the preparation of the carve-out financial information. As a result, the
carve-out financial information for Valmet does not necessarily reflect what
Valmet's financial status or operational result would have been had Valmet
operated as an independent company and had it presented stand-alone financial
information during the periods concerned. The carve-out financial information
for Valmet also does not take into account any transactions that have been
made or will be made in connection with the demerger or otherwise, to the
extent that such transactions have been entered into after the periods covered
in the carve-out financial information. Moreover, the carve-out financial
information for Valmet may not be indicative of Valmet's future operational
result, financial status, or cash flows.

The following table details certain carve-out information for Valmet derived
from the demerger prospectus:

                  As at and for the six As at and for
                  months ended          the year ended
                  June 30,              December 31,
                  2013  2012            2012            2012      2011   2010
                                                           (not
                        (restated)^(1) (restated)^(1) restated)
                                                              (audited, unless
                            (unaudited)     (unaudited)   otherwise indicated)
                         (EUR in millions, unless otherwise indicated)
Net sales, total  1,345 1,453           3,014           3,014     2,703  2,453
Operating profit  24.0  79.7            138.3           134.7     174.2  106.5
Profit            14    46              76              77        109    47
EBITA before
non-recurring
items^(2)
(unaudited)       48.2  94.2            192.0           188.4     204.5  159.3
percent of net
sales             3.6   6.5             6.4             6.3       7.6    6.5
Orders received
(unaudited)       1,372 1,263           n/a             2,445     3,225  2,584
Order backlog
(unaudited)       1,883 2,663           n/a             2,249     2,863  2,347

__________
____________
(1)  Restated due to the adoption of the revised "IAS 19 - Employee Benefits"
on January 1, 2013. The restatement did not have an impact to the combined
balance sheet or the combined cash flow statement.
(2)  EBITA before non-recurring items = operating profit + amortization +
non-recurring items

Valmet Pro forma Financial Information

The demerger prospectus includes unaudited pro forma financial information
illustrating the effects of the demerger and certain transactions related to
the formation of Valmet on Valmet's operational result and financial position.
The pro forma financial information has been presented as if the demerger and
the transactions related to the formation of Valmet had been executed on (i)
January 1, 2012, for the pro forma statements of income and pro forma
statements of comprehensive income and (ii) June 30, 2013, for the pro forma
balance sheet.

The unaudited pro forma financial information has been prepared for
illustrative purposes only, and, because of its nature, addresses a
hypothetical situation. The unaudited pro forma financial information
illustrates what the hypothetical impact would have been if the demerger and
certain transactions related to the formation of Valmet had been consummated
at the dates assumed in the pro forma financial information and, therefore,
does not represent the actual results of Valmet's operations or financial
position. The unaudited pro forma financial information is not intended to
provide a projection of Valmet's operational results or financial position for
any future period or as at any future date.

The pro forma financial information has been compiled on a basis consistent
with the IFRS standards applied by Valmet in the audited carve-out financial
statements as at and for the years ended December 31, 2012, 2011, and 2010,
and the unaudited carve-out financial information as at and for the six months
ended June 30, 2013. The pro forma financial information is based on Valmet's
unaudited carve-out financial information as at and for the six months ended
June 30, 2013, and the audited carve-out financial statements as at and for
the year ended December 31, 2012, restated to take account of the effect of
the revised "IAS 19 - Employee Benefits" standard adopted on January 1, 2013.
Furthermore, certain adjustments related to the demerger and the formation of
Valmet have been made to the pro forma financial information as described in
more detail in "Pro Forma Financial Information" in the demerger prospectus.
The pro forma adjustments are based on available information and assumptions,
and their factual effects may differ from what has been presented in the
demerger prospectus. As a result, the operational results and/or financial
status presented in the unaudited pro forma financial information may differ
from Valmet's actual operational result and/or financial status. In addition,
it should be noted that the corporate headquarters costs allocated to Valmet
for the purpose of presenting the historical carve-out financial information
may not necessarily represent what these costs would have been if Valmet had
operated as an independent legal entity. Additional costs may be incurred by
Valmet following the effective date in order for it to operate as an
independent listed company, as well as from reorganizing administrative and
headquarter functions.

The pro forma adjustments made to reflect the effects of the demerger and
certain transactions related to the formation of Valmet are based on Valmet's
unaudited interim carve-out financial information as at and for the six months
ended June 30, 2013 and unaudited carve-out financial information as at and
for the year ended December 31, 2012 and Management's estimate of the
transactions that have been completed or are to be completed to effect the
demerger and form Valmet in accordance with the Demerger Plan. The final
amounts of assets and liabilities transferred to Valmet in the demerger may
materially differ from those presented in the pro forma financial information,
as such balances will be determined on the effective date. This could result
in a significant variation compared to the operational results and financial
status of Valmet presented in the pro forma financial information.

The unaudited pro forma financial information does not include all of the
information required for financial statements under IFRS, and should be read
in conjunction with Valmet's historical carve-out financial statements and
interim carve-out financial information included in the demerger prospectus.

The following table details certain pro forma financial information for Valmet
derived from the demerger prospectus:

                                                             As at and for the
                                       As at and for the six year
                                       months ended June 30, ended December
                                       2013                  31, 2012
                                       (unaudited)
                                       (EUR in millions, unless otherwise
                                       indicated)
Net sales, total                       1,345                 3,014
Operating profit                       27                    128
Income before taxes                    26                    124
Amortization of intangible assets      (14)                  (30)
Depreciation of tangible assets        (28)                  (60)
Non-recurring items:
Capacity adjustment expenses           (8)                   (24)
Costs related to the Demerger          0                     (11)
EBITA before non-recurring items^(1)   48                    192
percent of net sales                   3.6                   6.4
Earnings per share,^(2) EUR            0.12                  0.55
Profit                                 18                    82
Shares
(outstanding shares in Metso as at
June 30, 2013)                         149,864,206           149,864,206
Balance sheet total                    2,493                 n/a
Equity                                 847                   n/a
Interest-bearing liabilities           215                   n/a
Net debt                               (15)                  n/a
Gearing,^(3) percent                   (1.7)                 n/a
ROCE before taxes,^(4) percent         6.5                   n/a
ROCE after taxes,^(5) percent          4.9                   n/a
Equity to asset ratio,^(6) percent     37.0                  n/a

(1)    EBITA before non-recurring items = operating profit + amortization
+ non-recurring items

(2) Earnings per share     = Profit
                             Number of outstanding shares in Metso
(3) Gearing                = Net interest-bearing liabilities            x 100
                             Total equity
    Return on capital        Profit before taxes + interest and other
(4) employed (ROCE) before = financial expenses                          x 100
    taxes                    Balance sheet total - non-interest-bearing
                             liabilities
    Return on capital        Profit + interest and other financial
(5) employed (ROCE) after  = expenses                                    x 100
    taxes                    Balance sheet total - non-interest-bearing
                             liabilities
(6) Equity to asset ratio  = Total equity                                x 100
                             Balance sheet total - advances received

Disclaimer

This release does not constitute an offer to sell or a solicitation of an
offer to buy any securities in any jurisdiction. In particular, no securities
are being offered or sold, directly or indirectly, in or into the United
States pursuant to this release and no shares or other securities of Valmet
have been, or will be, registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws of any state of
the United States and, accordingly, may not be offered or sold, directly or
indirectly, in or into the United States, unless registered under the
Securities Act or pursuant to an exemption from the registration requirements
of the Securities Act and in compliance with any applicable state securities
laws of the United States.

The distribution of this release may, in certain jurisdictions, be restricted
by law. This release may not be sent to any jurisdiction in which it would not
be permissible to do so.

This release includes forward-looking statements within the meaning of the
securities laws of certain applicable jurisdictions. These forward-looking
statements include, but are not limited to, all statements other than
statements of historical facts contained in this release, including, without
limitation, those regarding the demerger plan and its execution. By their
nature, forward looking statements involve known and unknown risks,
uncertainties and other factors because they relate to events and depend on
circumstances that may or may not occur in the future. Metso cautions you that
forward-looking statements are not guarantees of future performance and are
based on numerous assumptions and that Valmet's actual results of operations,
including its financial condition and liquidity and the development of the
industries in which Valmet and the members of its group operate, may differ
materially from (and be more negative than) those made in, or suggested by,
the forward-looking statements contained in this release.

Metso's pulp, paper and power professionals specialize in processes,
machinery, equipment, services, paper machine clothing and filter fabrics. Our
offering and experience cover the entire process life cycle, including new
production lines, rebuilds, and services.

As of January 2014, Metso's Pulp, Paper and Power business will serve its
customers with an even more focused and competitive approach as an
independent, listed company, Valmet Corporation.*

*Pending the approval of the Metso EGM to be held on October 1, 2013, and
registration of the demerger.

www.metso.com/pulpandpaper, www.metso.com/energy
www.twitter.com/metsopulppaper, www.twitter.com/metsoenergy

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:

Pasi Laine, President and CEO, Valmet Coporation*, tel. +358 20484 3200

Harri Nikunen, CFO, Metso Corporation, tel. +358 20484 3010

Metso Corporation

Harri Nikunen

CFO

Juha Rouhiainen

VP, Investor Relations

Distribution:

NASDAQ OMX Helsinki Ltd

Media

www.metso.com

Valmet prospectus

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Source: Metso Corporation via Thomson Reuters ONE
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