Metso was created through the merger of Valmet and Rauma on July 1, 1999.
Division of Metso's shares between Rauma and Valmet shareholders
Rauma and Valmet shares were converted, without separate action, into Metso shares in accordance with the conversion ratio. Thus, book entries corresponding to Metso shares were registered in shareholders' book entry accounts on July 1, 1999. According to the merger plan, Valmet shareholders received in their book entry accounts on July 1, 1999, one Metso share for each Valmet share they owned.
Rauma shareholders received for each Rauma share 1.08917 Metso shares. If the resulting number of Metso shares was not a whole number, the outstanding part was paid to Rauma shareholders in cash on July 7, 1999. The amount of the cash compensation was calculated from the value of the Rauma share, which was its average value, weighted by trading volume, on the Helsinki Exchanges in the period May 3 - 31, 1999, i.e. FIM 73.87 (EUR 12.42).
On June 30, 1999 the closing price of Rauma share was EUR 11.5 and of Valmet share correspondingly EUR 11.0.
History of the Rauma share
Initial Public Offering in June 1995
Rauma Corporation was listed on the Helsinki Exchanges on June 27, 1995 and on the New York Stock Exchange on June 22, 1995. Prior to this, Rauma and its 100% owner, Repola (predecessor of UPM-Kymmene), implemented an initial public offering of 13.5 million Rauma shares to international investors. The subscription price per share was EUR 13 (FIM 77). As a result of the issue, Repola's shareholding in Rauma decreased to 73.3%.
Distribution of dividends in May 1997
On May 6, 1997 UPM-Kymmene Corporation distributed a part of its dividends in the form of Rauma shares, which were valued at EUR 18.35 (FIM 109.11) per share. As a result, UPM-Kymmene's shareholding in Rauma decreased to 59.9% and Rauma gained approximately 18,000 new shareholders.
Secondary offering in May 1997
UPM-Kymmene's shareholding in Rauma dropped further when it sold 12,075,000 Rauma shares to international and Finnish institutional investors in a secondary offering arranged in May 6-21, 1997. Simultaneously, 990,000 shares were sold to Finnish private investors and Rauma and UPM-Kymmene shareholders. The subscription price per share was EUR 19 (FIM 113,50).
Of the 13,065,000 shares sold, 31% went to Finland and the other Nordic Countries, 27% to North America and 42% to other countries. As a result of the share sale, UPM-Kymmene's shareholding in Rauma dropped to 37.5% and the number of Rauma shareholders increased to more than 20,000.
Redemption and cancellation of Rauma's own shares in May 1997
In connection with the share sale in May 1997, Rauma redeemed and canceled one million of its own shares, resulting in the number of Rauma shares decreasing to 53 million. The redemption price was EUR 19 per share (less sales commission). This operation reduced UPM-Kymmene's shareholding in Rauma to 34.5% (18,291,327 shares).
History of the Valmet share
Initial Public Offering August - September 1988
Valmet Corporation was listed on the Helsinki Stock Exchange on October 24, 1988. Prior to this, in August - September, Valmet had implemented a FIM 6.5 million share issue to the public. The subscription price was EUR 20.18 (FIM 120) per share. As a result of the share issue, state ownership in Valmet fell from 100 percent to 80 percent.
Acquisition of Tampella Papertech shares in May 1992
Valmet acquired a 91 percent shareholding in Tampella Papertech Oy in exchange for three million Valmet shares given to Tampella Oy. According to the terms of subscription, the subscription price of the shares was EUR 10.09/share (FIM 60/share).
Share issue in June 1994
In June 1994, a share issue of 7 million shares took place, directed at domestic and international institutional investors. The subscription price of the shares was EUR 16.13 (FIM 95.90). The issue resulted in the state's holding diminishing to 58.6 percent.
Nominal value of shares split in April 1996
The nominal value of a Valmet share was split, i.e. by EUR 1.68/share (FIM 10/share) on April 17, 1996. The above-mentioned subscription prices of the shares should be divided by two in comparing them with prices after the splitting of the nominal value.
Sale of shares in May - June 1996, Valmet listed on New York Stock Exchange on May 31, 1996.
The state's holding in Valmet decreased further, when the state sold 26.9 million Valmet shares to domestic and international institutional and private investors. The subscription price of the shares was EUR 12.28 (FIM 73/share). A shareholder received one bonus share for each block of 10 shares if the ownership was retained for a year after the subscription. Valmet personnel received respectively one bonus share for each block of 5 shares subscribed. At the same time, the company redeemed and cancelled a total of 7,001,430 shares. The redemption price was EUR 11.88 (FIM 70.62). As a result of the issue, the state's holding in Valmet dropped to 20 percent.
Last updated May 14, 2009