• Home
• Newsroom
• Publication of the listing prospectus regarding Share Issue of Suominen Corporation

Publication of the listing prospectus regarding Share Issue of Suominen Corporation

Tampere, Finland, 2011-10-03 16:35 CEST (GLOBE NEWSWIRE) -- Suominen Corporation                         Stock exchange release 3 October 2011 at 5.20 p.m.

Not for release, publication or distribution in or into the United States, Australia, Japan or Canada.

Publication of the listing prospectus regarding Share Issue of Suominen Corporation

Suominen Corporation (”Suominen” or the ”Company”) will publish the listing prospectus (the “Prospectus”) approved by the Finnish Financial Supervisory Authority regarding the share issue (the “Share Issue”) that was decided today on 3 October 2011 by the Board of Directors of the Company. The subscription period of the Share Issue will begin on 5 October 2011. The Prospectus, approved today by the Financial Supervisory Authority, is available in electronic form as of 3 October 2011 on the websites of the Company at www.suominen.fi and on the websites of the subscription place, Alexander Corporate Finance Oy, at www.acf.fi. The Prospectus will be available in paper form at the subscription place in Alexander Corporate Finance Oy on 4 October 2011 at the latest. The prospectus will be available in Finnish only.

The Prospectus includes unpublished information described below in more detail.

The unaudited pro forma information of Suominen:

The Prospectus includes unpublished and unaudited pro forma information (“Pro Forma Information”), which has been prepared solely to demonstrate to the reader the effects of the transaction that was published on 4 August 2011. Pro Forma Information has not been prepared to demonstrate to the reader what the financial performance and position of the Company would be, had Suominen acquired the Home and Personal wipes fabrics business area on the dates set forth in the Pro Forma Information. Due to its nature the Pro Forma Information demonstrate presumed circumstances and do not demonstrate the Company’s actual financial position or performance. Further, the Pro Forma Information does not demonstrate the future financial performance or position of the Company.

Based on the Pro Forma Information the net sales for the six month financial period ending on 30 June 2011 was EUR 251.1 million, the operating profit was EUR 2.1 million and the profit after taxes EUR -2.9 million.

Based on the pro forma balance sheet, the assets were on 30 June 2011 EUR 299.0 million comprising goodwill of EUR 34.3 million, non-current assets of EUR 176.4 million and current assets of EUR 88.3 million. The equity on the pro forma balance sheet of 30 June 2011 was EUR 112.1 million. Pursuant to preliminary acquisition calculation the consideration to be paid is EUR 171.0 million. As a part of the consideration calculation, EUR 15.8 million has been preliminary recorded as goodwill. The final consideration will be calculated on the basis of the fair values of the assets and the assumed liabilities of the target business at completion, which is expected to occur by the end of October 2011, except for the part of the Home and Personal wipes fabrics business area located in Brazil. Authority approval of the transaction in Brazil is estimated to take place during the first quarter of 2012, and it is not a prerequisite of the completion of the transaction outside of Brazil.

The principles applied in the preparation of the Pro Forma Information are described in more in Appendix 1 of the Finnish language Prospectus.


Helsinki, 3 October 2011

SUOMINEN CORPORATION

Board of Directors


For additional information please contact:
Mr. Petri Rolig, President and CEO, tel. +358 (0)10 214 300
Mr. Arto Kiiskinen, Vice President and CFO, tel. +358 (0)10 214 300


Disclaimer:
The information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which the same would be unlawful. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the United States Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This communication does not constitute an offer of securities to in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This release does not cover offering of securities in the United Kingdom.

This document is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus Directive will be published in connection with any offering of securities, and will be available at locations receiving subscriptions for shares.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented the Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

Alexander Corporate Finance Oy is acting exclusively for Suominen Corporation and no one else in connection with the Share Issue. It will not regard any other person (whether or not a recipient of this document) as a client in relation to the Share Issue and will not be responsible to anyone other than Suominen Corporation for providing the protections afforded to its clients, nor for giving advice in relation to the Share Issue or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by Alexander Corporate Finance Oy as to the accuracy, completeness or verification of the information set forth in this release, and nothing contained in this release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Alexander Corporate Finance Oy assumes no responsibility for its accuracy, completeness or verification and, accordingly, disclaims, to the fullest extent permitted by applicable law, any and all liability which it may otherwise be found to have in respect of this release.