Suominen Oyj - Decisions of extraordinary general meeting

Decisions made by the Extraordinary General Meeting and the Board of Directors of Suominen Corporation

Helsinki, Finland, 2014-01-31 16:45 CET (GLOBE NEWSWIRE) -- 
Suominen Corporation  Stock Exchange Release  31 January 2014 at 17:45 (EET)

DECISIONS MADE BY THE EXTRAORDINARY GENERAL MEETING AND THE BOARD OF DIRECTORS
OF SUOMINEN CORPORATION 

The Extraordinary General Meeting (EGM) of Suominen Corporation was held today
on 31 January 2014 in Helsinki. 

The EGM decided to authorize the Board of Directors of the company to decide on
the granting of stock options and other special rights entitling to shares
referred to in Chapter 10, Section 1 of the Companies Act all at once or
through a series of multiple grants. The special rights carry the right to
receive against payment new shares in the Company or own shares held by the
Company. A special right may also be granted to a creditor of the Company on
the condition that the creditor's receivables are used to set off against the
subscription price of the shares. The maximum number of new shares in the
Company that may be subscribed and/or own shares held by the Company that may
be conveyed by virtue of the special rights granted by the Company is
43,330,000 shares in total. 

According to the decision made by the EGM the Board of Directors shall decide
on all other terms and conditions related to the granting of the special
rights. The authorization shall be valid until further notice, however not more
than five (5) years after the decision by the General Meeting. The
authorization shall not revoke the previous authorizations for granting of
stock options and other special rights entitling to shares. 

Background and purpose of the decision by the General Meeting

The Board's authorization from the General Meeting is related to the pending
transaction and the financing thereof with the hybrid bond. Suominen
Corporation signed an agreement on 10 January 2014 to transfer Ahlstrom
Corporation's Brazilian nonwoven business operations to the company. The
Brazilian nonwoven business was included in the transaction of the Home and
Personal business area between Ahlstrom Corporation and the company during year
2011 but as a consequence of delay in certain licenses by the authorities, the
transfer could not be completed in connection of the transfer of other
businesses. 

The Company will finance the transaction agreed on 10 January 2014 among other
things with the 17,500,000 euro hybrid bond. The hybrid bond is directed at a
limited group of qualified investors (as a private placement) and Ahlstrom
Corporation has committed to subscribing for the bond for the parts other
investors do not subscribe for. The purpose of the hybrid bond is to finance
the purchase of Ahlstrom Corporation's Brazilian nonwovens business operations
and thus, the Company has a weighty financial reason to issue the hybrid bond
and grant the related Special Rights. 

Suominen Corporation's Board of Directors authorization to decide upon on the
granting of stock options and other special rights entitling to shares referred
to in Chapter 10, Section 1 of the Companies Act was a precondition for the
hybrid bond arrangement and thus the execution of the transaction. 

The minutes of the EGM will be available on Suominen Corporation's website
www.suominen.fi no later than on 14 February 2014. 

Decisions by the Board of Directors of Suominen Corporation

The Board of Directors of Suominen Corporation convened after the EGM and
decided, based on the authorization granted by the General Meeting, to offer
for subscription the 17,500,000 euro convertible hybrid bond and related stock
options and other special rights entitling to shares referred to in Chapter 10,
Section 1 of the Companies Act at a limited group of qualified investors (as a
private placement) in deviation from the shareholders' preemptive rights. 

The bondholder has a right to convert the bond notes and the capitalized
Interest related to the notes into company's shares. The conversion rate is EUR
0.50 per share. The conversion rate has been determined marked-based. The
average volume weighted share price of the Company's share during the last
three (3) months prior to the publishing of the boards proposal to the general
meeting was EUR 0.48. Other main terms and conditions of the convertible hybrid
bond arrangement are in accordance with the board's proposal to the
extraordinary general meeting. 

SUOMINEN CORPORATION
Board of Directors

For further information, please contact:
Nina Kopola, President & CEO, Suominen Corporation, tel. +358 10 214 300
Tapio Engström, CFO, tel. +358 10 214 300


Distribution:
NASDAQ OMX Helsinki Ltd
Key media
www.suominen.fi


Suominen in brief

Suominen supplies its industrial and retail customers with nonwovens and
flexible packaging for use in consumer products worldwide. Suominen is the
global market leader in nonwovens for wipes. The company employs more than
1,000 people in Europe and in the United States. Suominen's net sales in 2013
amounted to MEUR 433.1 and operating profit excluding non-recurring items was
MEUR 18.3 (continuing operations). The Suominen share (SUY1V) is listed in
NASDAQ OMX Helsinki Stock Exchange. Read more at www.suominen.fi.