Stock Exchange Release
February 9, 2010 at 10.15 am
Kemira Oyj: Board of Directors of Kemira proposes that the majority of Tikkurila’s shares to be distributed as dividend; listing of Tikkurila’s shares on NASDAQ OMX Helsinki expected in March 2010
The Board of Directors of Kemira Oyj (”Kemira”) has today published a proposal to Kemira’s Annual General Meeting that Kemira distributes 86% of Tikkurila (”Tikkurila” or “the Company”) shares as dividend to Kemira’s shareholders. Tikkurila’s shares are expected to be listed on NASDAQ OMX Helsinki in March 2010.
In June 2008, Kemira announced a new strategy according to which Kemira focuses on serving water intensive customer industries. As a part of the new strategy, Kemira announced its intensions to separate Tikkurila and list its shares. Kemira announced that it will remain as a shareholder in Tikkurila in order to participate in the value upside in Tikkurila’s shares. In September 2009, Kemira presented a more specific growth strategy focusing on water quality and quantity management. In October 2009, the Board of Directors of Kemira approved the planned structure for the listing. According to the planned structure, Kemira would distribute a substantial majority of the shares in Tikkurila as dividend to Kemira’s shareholders. There is no intention to raise cash proceeds for Kemira nor issue new shares of Tikkurila in connection with the listing of Tikkurila’s shares.
The management of Kemira believes that the separation of Tikkurila and the listing of its shares will provide increased shareholder value for Kemira’s shareholders.
Tikkurila offers consumers, professionals and industry user-friendly and environmentally sustainable products for protecting and decorating surfaces. Tikkurila is a strong regional company which aims to be a leading paint company in the Nordic countries and in Eastern Europe, including Russia. With a history dating back to 1862, Tikkurila is the leading decorative paints company in Finland, Sweden and Russia and one of the leading in its field in the Baltic countries and Poland. Tikkurila also has a strong and established market position in several other Eastern European and CIS countries. Tikkurila’s business operations are divided into four strategic business units: East, Finland, Scandinavia and Central Eastern Europe. Currently, Tikkurila has production facilities in seven countries and operations in 18 countries. For the year ended December 31, 2009, Tikkurila’s net revenue was EUR 530.2 million and its operating profit amounted to EUR 47.7 million. As of December 31, 2009, the Company had 3,538 employees.
The Board of Directors of the Company consists of Jari Paasikivi, Petteri Walldén, Eeva Ahdekivi, Ove Mattsson and Pia Rudengren. Jari Paasikivi acts as Chairman of the Board. Harri Kerminen, the President & CEO of Kemira, has resigned from the Board of Directors in connection to the Company’s Annual General Meeting held on February 8, 2010.
Appendix A contains a brief description of Tikkurila and Appendix B a brief discussion of the Company’s operating results, financial condition and prospects.
Appendix A (.pdf)
Appendix B (.pdf)
SEB Enskilda acts as Financial Advisor to Kemira and Tikkurila.
Kemira Oyj
Päivi Antola, Senior Manager, Investor Relations and Financial Communications
For further information please contact
Jyrki Mäki-Kala, CFO
Tel. +358 86 21589
Päivi Antola, Senior Manager, Investor Relations and Financial Communications
Tel. +358 10 862 1140
Kemira is a global 2.5 billion euro chemicals company that is focused on serving customers in water-intensive industries. The company offers water quality and quantity management that improves customers’ energy, water, and raw material efficiency. Kemira’s vision is to be a leading water chemistry company. Its paints and coatings business, Tikkurila, aims to be the market leader in decorative paints and selected wood and metal coatings in chosen markets.
www.kemira.com
DISCLAIMER
Laws of certain jurisdictions may impose restrictions on the distribution of this release and the share dividend. This release does not constitute an offer to sell or a solicitation to buy any shares in any jurisdiction to any person to whom it is unlawful to make such an offer in such jurisdiction. No actions have been taken to register or qualify the share dividend or otherwise to permit a public offering of the Tikkurila shares in any jurisdiction outside of Finland. Persons into whose possession this release comes must inform themselves of and observe all such restrictions. In particular, the dividend shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state of the United States and, accordingly, may not be offered or sold, directly or indirectly, in or into the United States (as defined in Regulation S), unless registered under the Securities Act or where such registration is not required.
SEB Enskilda is acting exclusively for Kemira and Tikkurila and no one else in connection with the share dividend. It will not regard any other person (whether or not a recipient of this release) as its client in relation to the share dividend and will not be responsible to anyone other than Kemira and Tikkurila for providing the protections afforded to its clients, nor for giving advice in relation to the share dividend or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by SEB Enskilda 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. SEB Enskilda assumes no responsibility for its accuracy, completeness or verification and, accordingly, disclaim, 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 or any such statement.