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Tamfelt will be even more competitive

09
Nov '09
Metso and Tamfelt, one of the world's leading suppliers of technical textiles, have on November 5, 2009 agreed to combine their operations under the combination agreement entered into (the “Combination Agreement”). As a result, Metso will make a public tender offer to purchase all of the issued and outstanding shares in Tamfelt. The combination will strengthen Metso's services business especially in the pulp and paper industry. For Tamfelt, the combination creates new growth opportunities especially outside Europe, where Metso has an extensive installed base and wide sales and services network.

The public tender offer will be carried out in the form of a share exchange (the “Share Exchange Offer”). Metso offers Tamfelt's shareholders 3 new shares issued by Metso for each 10 Tamfelt's shares (“Shares”). Metso offers EUR 0.35 for each stock option issued by Tamfelt (“Stock Options”).

The Board of Directors of Tamfelt unanimously recommends that Tamfelt's shareholders and holders of Stock Options accept Metso's offer. Major shareholders, Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company, Tapiola Mutual Pension Insurance Company, Mandatum Life Insurance Company Limited, Kaleva Mutual Insurance Company as well as certain foundations and private shareholders, whose aggregated ownership in Tamfelt is 35.58 per cent of Shares including 2.82 per cent ownership of Tamfelt held by Metso, have irrevocably and unconditionally undertaken to accept the Share Exchange Offer.

The offer period under the Share Exchange Offer is expected to commence on or about November 23, 2009 and to expire on or about December 18, 2009.

Metso estimates that the combination will be closed in the first quarter of 2010 at the latest. The combination is subject to competition authority approvals in Finland and some other countries.

“We highly value the competencies and long history of Tamfelt and welcome Tamfelt shareholders to continue the tradition as Metso shareholders”, states Jorma Eloranta, President and CEO of Metso.

”The focus of the markets is shifting increasingly outside Europe. We believe that Metso's global network and strong position also in the emerging markets will further strengthen Tamfelt's competitiveness also in these areas. The combination is a continuation to our long-term and successful co-operation. As both companies are technology leaders in their respective areas, we believe it will accelerate technological development in the future”, states Tamfelt's Chairman of the Board Mikael von Frenckell.

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Metso


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