Valmet Oyj — M&A Activity 2022

Mar 25, 2022

Valmet Oyj has filed a listing application for the listing of new shares in Valmet to be received by shareholders of Neles as merger consideration

Valmet Oyj has filed a listing application for the listing of new shares in Valmet to be received by shareholders of Neles as merger consideration

Valmet Oyj has filed a listing application for the listing of new shares in
Valmet to be received by shareholders of Neles as merger consideration

Valmet Oyj’s stock exchange release on March 25, 2022 at 3:00 p.m. EET

NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, SINGAPORE,
JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR
DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL
DOCUMENTS TO BE COMPLETED OR REGISTERED OR REQUIRE ANY MEASURE TO BE UNDERTAKEN
IN ADDITION TO THE REQUIREMENTS UNDER FINNISH LAW. SEE “IMPORTANT NOTICE” BELOW.

Valmet Oyj (“Valmet”) and Neles Corporation (“Neles”) announced on July 2, 2021
that Valmet and Neles will merge creating a leading company with a unique
offering for process industries globally (the “Merger”).

As announced on March 22, 2022, the Boards of Directors of Valmet and Neles have
concluded that all conditions to completion of the Merger aside from the extra
distribution of funds of Neles have been fulfilled or waived and resolved to
complete the Merger conditional on the extra distribution of funds of Neles
having been executed prior to the completion of the Merger. As announced on
March 22, 2022, the Board of Directors of Neles has resolved on the extra
distribution of funds of Neles and that the extra distribution will be paid on
March 31, 2022. Provided that the extra distribution will have been executed,
the execution of the Merger is expected to be registered at the Finnish Trade
Register on April 1, 2022.

Valmet has today filed a listing application with Nasdaq Helsinki Ltd (“Nasdaq
Helsinki”) for the admission to trading of 34,664,986 new shares in Valmet to be
received by shareholders of Neles as merger consideration in connection with the
completion of the Merger on the official list of Nasdaq Helsinki.

Provided that the extra distribution of Neles will have been executed and the
listing application will be approved, trading in the new shares on the official
list of Nasdaq Helsinki under the trading code VALMT (ISIN code: FI4000074984)
is expected to commence on April 1, 2022.

VALMET OYJ

For further information, please contact:
Pekka Rouhiainen, Director, Investor Relations, Valmet, tel. +358 10 672 0020

DISTRIBUTION:

Nasdaq Helsinki

Major media

www.valmet.com

Information on Valmet and Neles in brief

Valmet is a leading global developer and supplier of process technologies,
automation and services for the pulp, paper and energy industries. We aim to
become the global champion in serving our customers. Valmet’s strong technology
offering includes pulp mills, tissue, board and paper production lines, as well
as power plants for bioenergy production. Our advanced services and automation
solutions improve the reliability and performance of our customers’ processes
and enhance the effective utilization of raw materials and energy. Valmet’s net
sales in 2021 were approximately EUR 3.9 billion. Our more than 14,000
professionals around the world work close to our customers and are committed to
moving our customers’ performance forward – every day. Valmet’s head office is
in Espoo, Finland and its shares are listed on the Nasdaq Helsinki.

Neles is one of the leading providers of mission-critical flow control solutions
and services for process industries. With our global team of experts and
innovative solutions, we help our customers to improve their process performance
and ensure the safe flow of materials. Neles is listed on the Nasdaq Helsinki in
Finland and had sales of about EUR 611 million in 2021. Neles employs about
2,950 people in approximately 40 countries.

Important notice

In a number of jurisdictions, in particular in Australia, Canada, Hong Kong,
South Africa, Singapore, Japan and the United States, the distribution of this
release may be subject to restrictions imposed by law (such as registration of
the relevant offering documents, admission, qualification and other
regulations). In particular, neither the merger consideration shares nor any
other securities referenced in this release have been registered or will be
registered under the United States Securities Act of 1933, as amended (the
“Securities Act”) or the securities laws of any state of the United States and
as such neither the merger consideration shares nor any other security
referenced in this release may be offered or sold in the United States except
pursuant to an applicable exemption from registration under the Securities Act.
There will be no public offering of securities in the United States.

This release is neither an offer to sell nor the solicitation of an offer to buy
any securities and shall not constitute an offer, solicitation or sale in the
United States or any other jurisdiction in which such offering, solicitation or
sale would be unlawful. Save as required by applicable law or regulation, this
release must not be forwarded, distributed or sent, directly or indirectly, in
whole or in part, in or into the United States, or otherwise in or into any
jurisdiction where the distribution of these materials would breach any
applicable law or regulation, or would require any registration or licensing
within such jurisdiction. Failure to comply with the foregoing limitation may
result in a violation of the Securities Act or other applicable securities laws.

This release does not constitute a notice to an Extraordinary General Meeting or
an Annual General Meeting or a merger prospectus. Any decision with respect to
the Merger of Neles into Valmet should be made solely on the basis of
information contained in the actual notices to the General Meeting of Valmet and
Neles, as applicable, and the merger prospectus or English merger prospectus as
well as on an independent analysis of the information contained therein. You
should consult the merger prospectus or English merger prospectus for more
complete information about Valmet, Neles, their respective subsidiaries, their
respective securities and the Merger.

This release contains forward-looking statements. All statements other than
statements of historical fact included in this release are forward-looking
statements. Forward-looking statements give the combined company’s current
expectations and projections relating to its financial condition, results of
operations, plans, objectives, future performance, benefits of the Merger, and
business. These statements may include, without limitation, any statements
preceded by, followed by or including words such as “expect”, “aim”, “intend”,
“may”, “plan”, “would”, “could”, and other words and terms of similar meaning or
the negative thereof. Such forward-looking statements involve known and unknown
risks, uncertainties and other important factors beyond the combined company’s
control that could cause the combined company’s actual results, performance or
achievements to be materially different from the expected results, performance
or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding the
combined company’s present and future business strategies and the environment in
which it will operate in the future. Shareholders should not rely on these
forward-looking statements. Neither Valmet nor Neles, nor any of their
respective affiliates, advisors or representatives or any other person
undertakes any obligation to review or confirm or to release publicly any
revisions to any forward-looking statements to reflect events that occur or
circumstances that arise after the date of this release.

This release may include estimates relating to the synergy benefits expected to
arise from the Merger and the combination of the business operations of Valmet
and Neles as well as the related integration costs, which have been prepared by
Valmet and Neles and are based on a number of assumptions and judgments. Such
estimates present the expected future impact of the Merger and the combination
of the business operations of Valmet and Neles on the combined company’s
business, financial condition and results of operations. The assumptions
relating to the estimated synergy benefits and related integration costs are
inherently uncertain and are subject to a wide variety of significant business,
economic, and competitive risks and uncertainties that could cause the actual
synergy benefits from the Merger and the combination of the business operations
of Valmet and Neles, if any, and related integration costs to differ materially
from the estimates in this release.

Further, there can be no certainty that the Merger will be completed in the
manner and timeframe described in this release and the merger prospectus, or at
all.