Metso and Tamfelt enter into a Combination Agreement; Share Exchange
Offer for all of Tamfelt's shar
(Thomson Reuters ONE) - A press conference (in Finnish) for media will be held today,Thursday, November 5, 2009, 1:00 p.m. at Metso's Corporate HeadOffice, Fabianinkatu 9 A, Helsinki. A conference call (in English)for analysts will be held at 3:00 p.m. Instructions forparticipating in the conference call are included at the end of thispress release.Metso Corporation's company release on November 5, 2009 at 9:15 a.m.Metso and Tamfelt, one of the world's leading suppliers of technicaltextiles, have on November 5, 2009 agreed to combine their operationsunder the combination agreement entered into (the "CombinationAgreement"). As a result, Metso will make a public tender offer topurchase all of the issued and outstanding shares in Tamfelt. Thecombination will strengthen Metso's services business especially inthe pulp and paper industry. For Tamfelt, the combination creates newgrowth opportunities especially outside Europe, where Metso has anextensive installed base and wide sales and services network.The public tender offer will be carried out in the form of a shareexchange (the "Share Exchange Offer"). Metso offers Tamfelt'sshareholders 3 new shares issued by Metso for each 10 Tamfelt'sshares ("Shares"). Metso offers EUR 0.35 for each stock option issuedby Tamfelt ("Stock Options").The Board of Directors of Tamfelt unanimously recommends thatTamfelt's shareholders and holders of Stock Options accept Metso'soffer. Major shareholders, Ilmarinen Mutual Pension InsuranceCompany, Varma Mutual Pension Insurance Company, Tapiola MutualPension Insurance Company, Mandatum Life Insurance Company Limited,Kaleva Mutual Insurance Company as well as certain foundations andprivate shareholders, whose aggregated ownership in Tamfelt is 35.58per cent of Shares including 2.82 per cent ownership of Tamfelt heldby Metso, have irrevocably and unconditionally undertaken to acceptthe Share Exchange Offer.The offer period under the Share Exchange Offer is expected tocommence on or about November 23, 2009 and to expire on or aboutDecember 18, 2009.Metso estimates that the combination will be closed in the firstquarter of 2010 at the latest. The combination is subject tocompetition authority approvals in Finland and some other countries."We highly value the competencies and long history of Tamfelt andwelcome Tamfelt shareholders to continue the tradition as Metsoshareholders", states Jorma Eloranta, President and CEO of Metso."The focus of the markets is shifting increasingly outside Europe. Webelieve that Metso's global network and strong position also in theemerging markets will further strengthen Tamfelt's competitivenessalso in these areas. The combination is a continuation to ourlong-term and successful co-operation. As both companies aretechnology leaders in their respective areas, we believe it willaccelerate technological development in the future", states Tamfelt'sChairman of the Board Mikael von Frenckell.Benefits of the combination* The combination is estimated to increase Metso's services business by approximately EUR 140 million annually. At the same time, the services share of Metso's Paper and Fiber Technology segment increases from 41 per cent to approximately 50 per cent of net sales.* Tamfelt's PMC products (Paper machine clothing), i.e., forming fabrics, felts and belts complement Metso's product and services offering, thus enabling the offering of more competitive and comprehensive solutions for the companies' shared customer base. Metso does not currently have paper and board machine clothing products in its own product offering.* Metso's extensive installed base and global sales and services network provide Tamfelt's products and services new growth potential especially outside Europe.* Tamfelt's filter fabrics complement Metso's wear product offering not only in the pulp and paper industry but also, for example, in the mining and energy industries.* After the combination, development of technical textiles can be integrated into Metso's fiber and paper technology research and development. Tighter co-operation is expected to, for example, speed up new paper and board machine start-ups, thus supporting also Metso's new project sales.* According to Metso's preliminary estimates, the global combination of operations is expected to result in total synergies of EUR 7-10 million annually. The non-recurring costs arising from the combination (including costs related to the transaction) are expected to be approximately EUR 4 million and be phased over 2009-2011.* The combination is not expected to have material impact on Metso's EPS in 2010.According to Bertel Langenskiöld, President of Metso's Paper andFiber Technology segment, "Tamfelt is a profitable company with longheritage, top of the line product portfolio and productionfacilities. We have had close, long-term cooperation with Tamfeltespecially in product development, and we know each other very well.We expect that through the global combination of Metso's andTamfelt's operations and knowledge, the growth of our servicesbusiness will exceed the average paper machine market growth rate. Inrecent years, the change in the pulp and paper industry especially inEurope and North America has directed our customers' demand towardsservice, maintenance and optimization of their production processes.In emerging markets, such as China and South America, our installedbase has rapidly increased, which provides exciting opportunities forour services and optimization business."Also Reima Kerttula, President of Tamfelt believes that thecombination will improve the competitiveness of both companies:"Together we will have a stronger global service network and morecomprehensive product offering. In addition, the combination yieldsopportunities to more efficient product development. I believe thatafter the combination, Tamfelt will be even more competitive."The leading supplier of technical textilesTamfelt is one of the leading suppliers of technical textiles. Itdevelops, manufactures and markets PMC products (Paper and boardmachine clothing) such as forming fabrics, felts and belts as well aswet and dry filtration media for the pulp and paper, mining andchemical industries and energy production. In addition, the companyis the global market leader in laundry felts. In 2008, Tamfelt's netsales were EUR 165 million and for January-September 2009 EUR 93million. Tamfelt has currently approximately 1,350 employees. Thecompany's main locations are in Finland, and it also has productionfacilities in China, Portugal, Poland and Brazil. The company wasfounded in 1797 and its shares are traded on NASDAQ OMX Helsinki Ltd(the "Helsinki Stock Exchange").After the combination, Tamfelt will continue its operations as abusiness line in Metso's Paper and Fiber Technology segment. Apartfrom some administrative operations, the combination is not expectedto have any immediate effect on the position of Tamfelt's managementor employees. Tamfelt will realize the already agreed and undergoingcost reduction measures and strategic rearrangements.Share Exchange Offer and offer for Stock OptionsThe offer period under the Share Exchange Offer is expected tocommence on or about November 23, 2009 and to expire on or aboutDecember 18, 2009. Metso reserves the right to extend the offerperiod in accordance with the terms and conditions of the ShareExchange Offer. The share exchange offer document will be availableon or about November 19, 2009.In the Share Exchange Offer, shareholders in Tamfelt are offered 3new shares in Metso in exchange for every 10 Tamfelt Shares held bysuch shareholder, representing a premium of 20.3 percent compared tothe closing price of Tamfelt Shares on the Helsinki Stock Exchange onNovember 4, 2009, the last trading day preceding this announcement,and a premium of 19.5 percent compared to the volume-weighted averageprice of Tamfelt Shares on the Helsinki Stock Exchange during thelast 3 months. Premiums have been calculated based on the closingprice, EUR 19.65, of Metso shares in Helsinki Stock Exchange onNovember 4, 2009, the last trading day proceedings this announcement.Metso also offers to acquire all of the Stock Options issued byTamfelt for EUR 0.35 in cash. Currently, each Stock Option entitlesits holder to subscribe for one Share in Tamfelt. The current sharesubscription price under the Stock Options is EUR 7.46. The StockOptions are not subject to public trading.The Board of Directors of Metso has been authorized by the AnnualGeneral Meeting held on March 31, 2009 to decide on a share issue ofa maximum of 15,000,000 new Metso shares and a maximum of 10,000,000treasury shares of Metso, in deviation of Metso's shareholders'pre-emptive right to subscribe for shares. On November 5, 2009, theBoard of Directors of Metso decided on a share issue directed atTamfelt's shareholders, as required for implementing the ShareExchange Offer. The directed share issue is conditional upon Metsodeciding to complete the Share Exchange Offer.Major shareholders of Tamfelt, including Metso, whose aggregatedownership in Tamfelt is 35.58 per cent of Shares, have irrevocablyand unconditionally undertaken to accept the Share Exchange Offer.The Board of Directors of Tamfelt unanimously recommends that theshareholders of Tamfelt accept the Share Exchange Offer and that theholders of Stock Options accept the cash offer. The Board ofDirectors of Tamfelt has received a fairness opinion from AccessPartners Oy, according to which the consideration offered in theShare Exchange Offer is fair, from a financial point of view, to theshareholders and holders of Stock Options in Tamfelt. The Board ofDirectors of Tamfelt will issue its complete statement on the ShareExchange Offer on or about November 9, 2009.On the date of the announcement of the Share Exchange Offer,Tamfelt's share capital amounts to EUR 27,563,964 and the number ofShares issued to 30,093,763. Metso holds 847,350 Tamfelt Shares,representing 2.82 percent of all the issued and outstanding Shares.Conditions to complete the Share Exchange Offer and the offer forStock OptionsThe completion of the Share Exchange Offer and offer for the StockOptions will be subject to the following conditions (or waiver byMetso):(i)The Share Exchange Offer has been bindingly accepted with respectto shares representing at least 67 percent of all shares and votingrights in Tamfelt on a fully diluted basis (including Shares alreadyowned by Metso or its affiliates) and that the acceptances have notbeen withdrawn.(ii)The receipt of all necessary approvals from the relevantcompetition authorities and possible conditions set forth in suchapprovals can be accepted by Metso.(iii)No such fact or circumstance has arisen of which Metso did nothave knowledge at the time of the announcement of the Share ExchangeOffer, that either has or is reasonably likely to have a materialadverse effect on the business, assets, financial condition, resultsof operations or future prospects of Tamfelt and its subsidiaries.(iv)The Combination Agreement between Metso and Tamfelt has not beenterminated in accordance with its terms and it continues to be infull force.(v)A general meeting of shareholders of Tamfelt has resolved to (i)remove Article 12 of Tamfelt's Articles of Association (Obligation toRedeem Shares) and (ii) to elect Jorma Eloranta, Mikael vonFrenckell, Pasi Laine, Bertel Langenskiöld and Jouko Oksanen asmembers of the Board of Directors of Tamfelt, with the effectivenessof such resolutions being subject only to the public announcement ofMetso promptly after the last date of the offer period (including anyextended or discontinued extended offer period) to the effect thatthe offer conditions of the Share Exchange Offer have been satisfied(or waived) by Metso.Summary of the Combination AgreementThis summary is not an exhaustive presentation of all the terms andconditions of the Combination Agreement. The summary aims atdescribing the terms and conditions of the Combination Agreement tothe extent that such terms and conditions may materially affect theassessment of a shareholder or Stock Option holder of Tamfelt of theterms and conditions of the Share Exchange Offer or the offer forStock Options. Nothing in the Combination Agreement (or this summarythereof) confers any rights or obligations on any person other thanMetso or Tamfelt.Objectives of the Combination AgreementMetso and Tamfelt (both separately, a "Party" and together, the"Parties") executed the Combination Agreement on November 5, 2009.Pursuant to the Combination Agreement, Metso will acquire, throughthe Share Exchange Offer and through a cash offer for the StockOptions, and, if necessary, through subsequent compulsory redemptionproceedings in accordance with the Finnish Companies Act, all Sharesand Stock Options in Tamfelt. The intention of Metso is to cause theShares to be delisted from the Helsinki Stock Exchange.Share ExchangeUnder the Combination Agreement, the Offer Period for the ShareExchange Offer shall initially extend until four weeks after the dateon which it commences and it may be extended by Metso from time totime in accordance with the terms and conditions of the ShareExchange Offer.Pursuant to the Combination Agreement, Metso offers to acquire all ofTamfelt's issued and outstanding Shares and Stock Options and to paythe purchase price for the Shares in Metso's new shares by issuing 3new Metso shares for each 10 Shares of Tamfelt, and for the StockOptions EUR 0.35 in cash.Under the Combination Agreement, the completion of the Share Exchangeis subject to the fulfillment (or waiver by Metso) of certainconditions. These conditions are set forth in section "Conditions tocomplete the Share Exchange Offer and offer for the Stock Options"above.If, as a result of the completion of the Share Exchange, Metso'sownership exceeds 90 percent of all shares and voting rights inTamfelt, Metso shall commence at the earliest practical time thecompulsory redemption proceedings in accordance with the FinnishCompanies Act.Upon the redemption of the remainder of the Shares not tendered inthe Share Exchange Offer, Metso intends to apply for the delisting ofTamfelt's Shares on the Helsinki Stock Exchange.Extraordinary General Meeting of shareholders of TamfeltUnder the Combination Agreement, the Board of Directors of Tamfelthas undertaken to convene an Extraordinary General Meeting ofshareholders of Tamfelt be held on no later than one week prior tothe expiry of the offer period and to propose to such meeting toresolve on the removal of Article 12 from Tamfelt's Articles ofAssociation and to elect a new Board of Directors for Tamfelt, asdescribed in "-Certain Consequences of the ShareExchange-Extraordinary General Meeting of Shareholders of Tamfelt"below.Recommendation of the Board of Directors of TamfeltUnder the Combination Agreement, the Board of Directors of Tamfelthas undertaken to unanimously and unconditionally recommend to theshareholders and Stock Option holders in Tamfelt to accept the ShareExchange Offer and to vote in favor of the removal of Article 12 ofTamfelt's Articles of Association, and the election of a new Board ofDirectors for Tamfelt as described in "-Certain Consequences of theShare Exchange-Extraordinary General Meeting of Shareholders ofTamfelt" below.The Board of Directors of Tamfelt may, at any time prior to thecompletion of the Share Exchange Offer, withdraw, modify or amend itsrecommendation or take actions contradictory to its earlierrecommendation, if (a) the Board of Directors of Tamfelt considersthat, due to materially changed circumstances, the acceptance of theShare Exchange Offer would no longer be in the best interest ofTamfelt and/or the shareholders and Stock Option holders in Tamfelt;and (b) the Board of Directors of Tamfelt has received an opinionfrom an independent reputable advisor, according to which suchwithdrawal, modification or amendment of the recommendation, oracting contradictory to the recommendation, is in the best interestof Tamfelt and/or the shareholders and Stock Option holders inTamfelt; and (c) the Board of Directors of Tamfelt has provided Metsowith a reasonable opportunity to negotiate with the Board ofDirectors of Tamfelt on such actions; and (d) if an action allowed isconnected to a Superior Offer (as defined below), the Board ofDirectors of Tamfelt has given Metso a reasonable opportunity duringnot less than five (5) days to agree with the Board of Directors ofTamfelt on improving the terms and conditions of the Share ExchangeOffer.Tamfelt shall not, directly or indirectly, solicit any inquiries orfacilitate or solicit any proposal or offer (including, withoutlimitation, any proposal or offer to shareholders and Stock Optionholders in Tamfelt) that constitutes, or may reasonably be expectedto lead to, any competing transaction or that could otherwise harm orhinder the completion of the combination or have any discussions ornegotiations with anyone in furtherance of any such actions.If Tamfelt receives from any person an unsolicited bona fide writtenoffer for a competing transaction (a "Competing Offer") that theBoard of Directors of Tamfelt determines in good faith to constitutea Superior Offer (as defined below), Tamfelt may take any action(s)reasonably required in respect of such Competing Offer, if: (a) theBoard of Directors of Tamfelt determines in good faith that it isobligated to take such action(s) in order to comply with itsfiduciary duties; and (b) Tamfelt has complied with the terms of theCombination Agreement.A "Superior Offer" shall mean a bona fide binding written offer notsolicited by or on behalf of Tamfelt made by a third party to acquireall of the Shares and Stock Options in Tamfelt pursuant to a tenderoffer or a merger, or to acquire all the operations of Tamfeltpursuant to a sale of all or substantially all of the assets ofTamfelt, on terms which the Board of Directors of Tamfelt reasonablydetermines in good faith to be substantially more beneficial for theshareholders and Stock Option holders in Tamfelt than the ShareExchange Offer, as the same may be modified by Metso. In determiningwhether an offer is substantially more beneficial for theshareholders and Stock Option holders in Tamfelt, the Board ofDirectors of Tamfelt must also take into account whether thepotential Superior Offer is reasonably capable of being consummated(taking into account, among other things, all legal, financial,regulatory and other aspects of such proposal and the identity of theperson making such proposal) and the availability of financing.Representations and warrantiesIn the Combination Agreement, the Parties give each other certainrepresentations and warranties customary in transactions of a similarnature relating to, among other things:* certain corporate matters including the organization, qualification to do business and authority to execute the Combination Agreement and perform the obligations thereunder; and* the information disclosed by the respective party, including the financial statements, interim reports and public announcements.The warranties shall automatically terminate on the completion datefor the Share Exchange Offer thereby having no further effect aftersuch date.UndertakingsUnder the Combination Agreement, the Parties have given certainundertakings to each other with respect to the procedures to befollowed in connection with the Share Exchange Offer, including,among other things, the following:* each Party has undertaken to use its best efforts to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary or advisable to consummate in the most expeditious manner practicable, the Share Exchange Offer and the combination;* Metso has agreed to make all submissions, notifications and filings it deems necessary to obtain all consents, approvals or actions by any competition authorities under any applicable competition laws in any jurisdiction;* Tamfelt has agreed to provide to Metso and its advisors access upon prior notice and at reasonable times to such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of Tamfelt and its subsidiaries as Metso may reasonably request;* Tamfelt has undertaken to continue its business operations in the ordinary course of business and consistent with past practice, and to refrain from making or carrying out any material changes;* each Party has undertaken not to take any actions to distribute or declare dividends prior to the closing date; and* each Party has undertaken to notify the other Party of certain events and to consult with each other before issuing any public announcements.TerminationIn accordance with the terms and conditions, the CombinationAgreement can be terminated as follows:(a) by a mutual written agreement of the Parties;(b) by either Party, if the closing date shall not have occurred onor before March 31,2010; provided, however, that this right toterminate shall not be available to the Party whose failure tofulfill any obligation under the Combination Agreement shall haveresulted in the failure of the Closing Date to occur on or beforesuch date;(c) by either Party, if any order preventing the consummation of thecompletion or a material part of it shall have been issued by anycourt or other authority of competent jurisdiction and shall havebecome final and non-appealable;(d) by Tamfelt, if the Board of Directors of Tamfelt has, inaccordance with the terms of the Combination Agreement, withdrawn,modified or amended its recommendation;(e) by Metso, if the Board of Directors of Tamfelt has (i) withdrawn,modified or amended, or proposed to withdraw, modify or amend itsrecommendation, (ii) approved or recommended, or proposed to approveor recommend, any Competing Offer, (iii) announced a neutral positionwith respect to any Competing Offer, and failed to reject orrecommend such Competing Offer within three (3) days of theannouncement of such neutral position, or (iv) taken any other actioncontradictory to its earlier recommendation and has not rectifiedsuch contradictory action within three (3) days from Metso's writtennotice thereof;(f) by Metso, upon (i) an occurrence of an event that has resulted inor constituted, or would reasonably be expected to result in, orconstitute, a material adverse effect on the business, assets,financial condition, results of operations or future prospects ofTamfelt and its subsidiaries; or (ii) Metso, after the execution ofthe Combination Agreement receiving new information undisclosed to itprior to the execution of the Combination Agreement which has amaterial adverse effects on the business, assets, financialcondition, results of operations or future prospects of Tamfelt andits subsidiaries; and(g) by Tamfelt, upon a material breach of any warranty given by Metsoin the Combination Agreement; or by Metso, upon a material breach ofany warranty given by Tamfelt in the Combination Agreement; or byeither Tamfelt or Metso, upon a material breach of certain covenantsincluded in the Combination Agreement, by the other Party.If the Combination Agreement is terminated by either Party inaccordance with (d) or (e) above, Tamfelt shall reimburse Metso forall of its out-of-pocket expenses in connection with the transactionscontemplated by the Combination Agreement.Governing LawThe Combination Agreement is governed by Finnish law.Certain consequences of the Share ExchangeExtraordinary General Meeting of Shareholders of TamfeltPursuant to the terms under the Combination Agreement and of theShare Exchange Offer, a general meeting of shareholders of Tamfeltshall be convened resolve to (i) remove Article 12 of Tamfelt'sArticles of Association (Obligation to Redeem Shares) and (ii) electJorma Eloranta, Mikael von Frenckell, Pasi Laine, Bertel Langenskiöldand Jouko Oksanen as members of the Board of Directors of Tamfelt,with the effectiveness of such resolutions being subject only to thepublic announcement of Metso promptly after the last date of theoffer period (including any extended or discontinued extended offerperiod) to the effect that the offer conditions of the Share ExchangeOffer have been satisfied (or waived) by Metso.Meeting of the Board of Directors of MetsoThe Board of Directors of Metso has been authorized by the GeneralMeeting of shareholders held on March 31, 2009 to decide on a shareissue of a maximum of 15,000,000 new Metso shares and a maximum of10,000,000 treasury shares of Metso, in deviation of Metso'sshareholders' pre-emptive right to subscribe for shares. On November5, 2009, the Board of Directors of Metso decided on a share issuedirected at Tamfelt's shareholders, as required for implementing theShare Exchange Offer. The directed share issue is conditional uponMetso deciding to complete the Share Exchange Offer.The new Metso shares to be issuedThe subscription for the new Metso shares to be issued will takeplace as a payment-in-kind so that each 10 Tamfelt Shares willentitle its holder to subscribe 3 new Metso shares. If the ShareExchange is accepted in full, the new Metso shares will representapproximately 6 percent of Metso's share capital and voting rightsafter the share issue. The Share Exchange will be carried out on theterms and conditions presented in the Share Exchange Offer Document.An application will be made to the Helsinki Stock Exchange to listthe new shares issued in order to carry out the Share Exchange in thesame class as Metso's existing shares. The issuance of Metso's newshares will be carried out in connection with the admission of theshares to public trading.The new Metso shares to be issued as in the Share Exchange Offer willconfer the right to a dividend and other shareholder rights whenMetso's new shares have been entered in the Finnish Trade Register.Shareholding of Metso's and Tamfelt's shareholders in the combinedcompanyIf the Share Exchange Offer is accepted in full, Metso's currentshareholders will own a total of approximately 94 percent and formerTamfelt's shareholders a total of approximately 6 percent of Metso'sshares.Certain risk factors related to the combinationTamfelt shareholders should familiarize themselves carefully with thematters presented in section "Risk Factors Related to the ShareExchange Offer and Metso" of the share exchange offer document aswell as with the other information given in the share exchange offerdocument.ADVISORSSEB Enskilda acts as the financial advisor and White & Case LLP asthe legal advisor of Metso in connection with the Share ExchangeOffer. Access Partners acts as the financial advisor and MerilampiAttorneys Ltd as the legal advisor of Tamfelt in connection with theShare Exchange Offer.This release may not be released or otherwise distributed, in wholeor in part, in or into Australia, Canada, Japan, New Zealand, SouthAfrica or the United States. This release is not a tender offerdocument and as such does not constitute an offer or invitation tomake a sales offer. Investors shall accept the Share Exchange Offerfor the shares and the offer for the Stock Options only on the basisof the information provided in a share exchange offer document.Offers will not be made directly or indirectly in any jurisdictionwhere either an offer or participation therein is prohibited byapplicable law or where any share exchange offer document orregistration or other requirements would apply in addition to thoseundertaken in Finland.The share exchange offer document and related acceptance forms willnot and may not be distributed, forwarded or transmitted into or fromany jurisdiction where prohibited by applicable law. In particular,the Share Exchange Offer or the offer for the Stock Options is notbeing made, directly or indirectly, in or into, or by use of thepostal service of, or by any means or instrumentality (including,without limitation, facsimile transmission, telex, telephone or theInternet) of interstate or foreign commerce of, or any facilities ofa national securities exchange of, Australia, Canada, Japan, NewZealand, South Africa or the United States. The Share Exchange Offeror offer for the Stock Options cannot be accepted by any such use,means or instrumentality or from within Australia, Canada, Japan, NewZealand, South Africa or the United States.Metso is a global supplier of sustainable technology and services formining, construction, power generation, automation, recycling and thepulp and paper industries. We have about 26,500 employees in morethan 50 countries. www.metso.comFurther information, please contact:Bertel Langenskiöld, President, Paper and Fiber Technology, Metso,tel. +358 20 484 3200Reima Kerttula, President and CEO, Tamfelt Corp., tel. +358 10 4049200Johanna Henttonen, Vice President, Investor Relations, MetsoCorporation, tel. +358 20 484 3253Press conference (in Finnish) 1:00 p.m. at Metso's Corporate Office,Fabianinkatu 9 A, Helsinki.The press conference will be attended by Metso's President and CEOJorma Eloranta, Bertel Langenskiöld, President, Paper and FiberTechnology segment, and Tamfelt Corp.'s Chairman of the Board, Mikaelvon Frenckell and President and CEO Reima Kerttula.Conference call for analystsMetso's conference call for analysts and investors will be heldtoday. Olli Vaartimo Executive Vice President and CFO and JohannaHenttonen, VP, Investor Relations, will give a short presentation andanswer questions.The conference call will be held in English today from- 9:00 -10:00 a.m. US EDT (New York)- 1:00 - 02:00 p.m. GMT (London)- 2:00 - 03:00 p.m. CET (Paris)- 3:00 - 04:00 p.m. EET (Helsinki)To participate in the conference call, please dial a few minutesprior to the start of the teleconference in - US: +1 334 323 6201 - Other countries: +44 20 7162 0025 or +44 20 7162 0077 - Access code: 850361A replay of the conference call will be available for 7 days fromNovember 05, 2009 until midnight on November 12, 2009 - US: +1-954-334-0342 - Other countries: +44 (0)20 7031 4064 - Access code: 850361Presentation material for the press conference and the phoneconference is available in Finnish and in English on Metso's website: www.metso.comIt should be noted that certain statements herein which are nothistorical facts, including, without limitation, those regardingexpectations for general economic development and the marketsituation, expectations for customer industry profitability andinvestment willingness, expectations for company growth, developmentand profitability and the realization of synergy benefits and costsavings, and statements preceded by "expects", "estimates","forecasts" or similar expressions, are forward-looking statements.These statements are based on current decisions and plans andcurrently known factors. They involve risks and uncertainties whichmay cause the actual results to materially differ from the resultscurrently expected by the company.Such factors include, but are not limited to:(1) general economic conditions, including fluctuations in exchangerates and interest levels which influence the operating environmentand profitability of customers and thereby the orders received by thecompany and their margins(2) the competitive situation, especially significant technologicalsolutions developed by competitors(3) the company's own operating conditions, such as the success ofproduction, product development and project management and theircontinuous development and improvement(4) the success of pending and future acquisitions and restructuring.Metso CorporationOlli VaartimoExecutive Vice President and CFOKati RenvallVice President, Group CommunicationsDistribution:NASDAQ OMX Helsinki LtdMediawww.metso.comhttp://hugin.info/3017/R/1352799/327491.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 05.11.2009 - 08:15 Uhr
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