Stock exchange release
April 15, 2009
Board of Directors proposes a combination of share series and a merger of Agrofin Oy Ab into Fiskars
BOARD OF DIRECTORS PROPOSES A COMBINATION OF SHARE SERIES AND A MERGER OF
AGROFIN OY AB INTO FISKARS
- Six single class shares for five series K shares and one single
class share for each series A share
- Agrofin, the largest single shareholder of Fiskars, to be merged
into the company
- Increased share liquidity and shareholder transparency,
simplified ownership structure
- No effect on the assets, liabilities or shareholders' equity of Fiskars
The Board of Directors of Fiskars Corporation has investigated the possibility
of introducing equal voting rights for the company's share series, based on the
request made in October 2008 by a group of shareholders, representing more than
5% but less than 10% of votes of Fiskars shares. As a result, the Board has
decided to propose to the Extraordinary General Meeting (EGM) planned to be
convened in June 2009 that the company's series A and K shares be combined
("Combination of the share series") and that Agrofin Oy Ab (Business Identity
Code 0557296-4) be merged into Fiskars ("Merger").
The objective of the proposed Combination of the share series and the Merger is
to increase the liquidity of the shares as well as to increase transparency and
simplify the ownership structure. The arrangement also aims at increasing the
interest in the markets towards the Fiskars share.
Following the Combination of the share series, Fiskars would have only one new
single class of shares. All shares would carry one (1) vote each and would have
equal rights. The Combination of the share series involves a directed free share
issue for holders of K series shares. The free share issue is directed in such a
way that, disapplying the pre-emptive right of the shareholders, holders of K
series shares would receive one (1) share free of charge for each five (5) K
series shares. In this way holders of five (5) K series shares would hold six
(6) of the company's new single class shares following the Combination of the
share series.
In the Merger, Agrofin will be merged into Fiskars. The shareholders of Agrofin
will receive as merger consideration the same number of newly issued Fiskars
shares as the number of shares in Fiskars held by Agrofin at the time of
completion of the Merger. Therefore, the share capital of Fiskars will not be
increased in connection with the completion of the Merger. There will be no
other merger consideration than new shares issued by Fiskars. Agrofin currently
holds 9,064,506 A series shares and 2,332,882 K series shares representing 14.7
per cent of the shares and 11.0 per cent of the votes in Fiskars. Following the
Merger, Agrofin's holding in Fiskars will be divided among Agrofin's
shareholders pro rata to their ownership in Agrofin.
The merger plan signed on this date between Fiskars and Agrofin is attached to
this Stock Exchange Release as Appendix.
The completion of the Merger in accordance with the merger plan will have no
effect on the assets, liabilities, shareholders' equity or the share capital
structure of Fiskars.
As a result of the Merger, the number of outstanding Fiskars shares will not
change, and hence, the shareholdings of the other shareholders of Fiskars will
not be affected.
At the time of the completion of the Merger, Agrofin will own 11,863,964 single
class shares in Fiskars. In the merger Fiskars will not assume any obligations
or liabilities. The shareholders of Agrofin have, pursuant to a separate
undertaking, agreed to indemnify and hold harmless Fiskars against any actual
loss resulting from any obligation or liability of Agrofin should such
obligations or liabilities appear after the completion of the Merger.
Shareholders representing more than half of the company's A series shares and
shareholders representing more than two-thirds of the company's K series shares
have in advance announced in writing that they support the Combination of share
series and the Merger.
The Board has obtained a fairness opinion from Aventum Partners Ltd and subject
to what is stated therein, the terms of the arrangement comprising of the
Combination of the share series and the Merger are fair from a financial point
of view to holders of Fiskars A series shares and K series shares. The auditor
of the Company, KPMG Oy Ab, has given a statement confirming that the grounds
for not applying the pre-emptive rights of the shareholders in the directed free
share issue are in accordance with the Finnish Limited Liability Companies Act
and that the merger plan gives a true and fair view of the grounds to determine
the merger consideration.
The invitation to the Extraordinary General Meeting will be published in a
separate stock exchange release at a later date.
The Combination of the share series and the Merger are expected to be completed
and registered during the third quarter of 2009.
Further information:
Kaj-Gustaf Bergh, Chairman of the Board, Fiskars Corp., tel. +358 40 524 7730
Kari Kauniskangas, President and CEO, Fiskars Corp., tel. + 358 9 6188 6222
Appendix: Merger Plan between Fiskars Corporation and Agrofin Oy Ab
FISKARS CORPORATION
Kari Kauniskangas
Fiskars is a leading global supplier of consumer products for the home, garden
and outdoors. The group has a strong portfolio of trusted international brands
including Fiskars, Iittala, Gerber, Silva, and Buster. Associated company,
Wärtsilä Corporation, is also an important part of the group, and forms one of
Fiskars' operating segments, together with the Americas, EMEA, and Other.
Founded in 1649 and listed on NASDAQ OMX Helsinki, Fiskars is Finland's oldest
company. Fiskars recorded net sales of EUR 697 million in 2008, and employs some
4,100 people.
www.fiskars.fi
MERGER PLAN BETWEEN FISKARS CORPORATION AND AGROFIN OY AB
Fiskars Corporation (the "Acquiring Company"), business identity code 0214036-5,
Mannerheimintie 14 A, 00100 Helsinki, registered office in Raasepori and Agrofin
Oy Ab (the "Merging Company"), business identity code 0557296-4, Unioninkatu 7,
00130 Helsinki, registered office in Helsinki, (collectively the "Participating
Companies") have agreed on the following merger plan:
1 MERGER
The Merging Company is merged into the Acquiring Company so that the assets and
liabilities of the Merging Company are transferred to the Acquiring Company
without liquidation proceedings, when the implementation of the merger has been
registered.
2 MERGER PROCEDURE
The merger is carried out as an absorption merger in accordance with Chapter 16,
Section 2, Subsection 1(1) of the Finnish Companies Act (624/2006) (the
"Companies Act").
3 REASONS FOR THE MERGER
The merger is part of an arrangement aiming to increase the Acquiring Company's
possibilities to operate in accordance with the expectations of modern
securities markets. In order to reach these objectives, the intention of the
Acquiring Company is to combine its current two classes of shares into one and
conclude the merger, and thereby simplify its ownership structure. As a
consequence of the combination of the share classes and the merger, the
Acquiring Company's ownership structure will better meet the demands of the
securities markets of a simple, transparent and liquid share ownership. The
arrangements improve and clarify the decision making in the Acquiring Company
when the voting rights are divided among the shareholders in proportion to the
shareholdings. The purpose of simplifying the ownership structure and decision
making is to increase the interest of the market towards the Acquiring Company's
share and to increase its liquidity with the aim of increasing the value of the
share and to facilitate possible future raising of capital.
4 MERGER CONSIDERATION
The consideration to the shareholders of the Merging Company for the shares in
the Acquiring Company shall be in total 11,863,964 new shares issued by the
Acquiring Company subject to the exceptions set forth below in this section 4.
There will be no other merger consideration than new shares issued by the
Acquiring Company. The share capital of the Acquiring Company shall not be
increased in connection with the registration of the merger. The entire increase
of equity capital resulting from the merger consideration is entered into the
reserve for invested unrestricted equity, i.e., the unrestricted equity of the
Acquiring Company. The Acquiring Company's own shares transferred to the
Acquiring Company by virtue of the merger are entered into the balance sheet of
the Acquiring Company as a negative entry in the reserve for invested
unrestricted equity, whereby the net capital increase is zero.
If the Acquiring Company after the signing of this merger plan decides to issue
new shares, change the number of shares (split or combination), other than in
connection with the combination of the different classes of shares, issue option
rights or other special rights entitling to shares, the amount of the merger
consideration will be increased accordingly so that the said amendments do
neither weaken nor improve the position of the shareholders of the Participating
Companies from what the position would have been had no such amendment been
made.
To the extent that the number of Acquiring Company shares distributable to a
shareholder of the Merging Company is not a whole number, the fractions that
exceed the whole number are combined with the fractions of other shareholders of
the Merging Company to create whole Acquiring Company shares and sold in public
trading arranged by Nasdaq OMX Helsinki Oy on behalf of those entitled to the
fractions.
The shares issued as merger consideration will be entitled to dividends and
other shareholder's rights from the time the execution of the merger has been
registered with the Trade Register.
5 TERMS FOR THE ALLOCATION OF MERGER CONSIDERATION AND TIME OF MERGER
CONSIDERATION PAYMENT
The merger consideration will be distributed to the shareholders of the Merging
Company in proportion to their ownership in the Merging Company.
The merger consideration shall be distributed to the Merging Company's
shareholders as soon as practicably possible after the execution of the merger
has been registered provided that
(i) the recipient of the merger consideration has informed the Acquiring Company
or a third party named by the Acquiring Company of their book-entry account
number and, if the consideration to be given to the Merging Company's
shareholder also includes cash due to the possible sale of fractions of shares,
a bank account number, and
(ii) the recipient of the merger consideration has provided the Acquiring
Company or a third party named by the Acquiring Company with share certificates
issued for the shares owned by the recipient of the consideration in the Merging
Company.
If a Merging Company shareholder entitled to the merger consideration has not
handed over the share certificates issued for the Merging Company shares to the
Acquiring Company or a third party named by the Acquiring Company, or informed
its book-entry account number or bank account number for the payment of the
merger consideration before the registration of the execution of the merger, the
merger consideration shall not be paid until the recipient of the consideration
has handed over the share certificates and/or provided the information regarding
the book-entry account and, if required, the bank account.
The new Acquiring Company shares given as merger consideration will be applied
for public trading on the Nasdaq OMX Helsinki list so that the new shares will
be subject to public trading by estimation on the next banking day following the
registration of the implementation of the merger.
6 OWNERSHIP STRUCTURE
The Merging Company does not have any subsidiaries at the time of the execution
of the merger. The Merging Company does not own its own shares. The Merging
Company owns after the combination of the Acquiring Company´s share classes
11,863,964 shares in the Acquiring Company. The Acquiring Company does not have
a parent company.
The Acquiring Company does not own shares in the Merging Company.
7 CAPITAL LOANS
The Merging Company does not have any capital loans as defined in Chapter 12 of
the Companies Act.
8 BUSINESS MORTGAGES
The Merging Company does not have any business mortgages as defined in the
Finnish Business Mortgages Act (634/1984).
The Acquiring Company does not have any business mortgages as defined in the
Finnish Business Mortgages Act (634/1984).The registered promissory notes
according to the mortgage deed attached hereto as Appendix 1 are all in the
possession of the company.
9 RIGHTS OF HOLDERS OF SPECIAL RIGHTS
The Participating Companies have not issued any special rights entitling to
shares or other securities or units which otherwise entitle to shares, including
option rights.
10 SPECIAL BENEFITS
No special benefits or rights are conferred to board members, managing directors
or auditors of the Participating Companies or the approved auditor completing
the merger's audit report in connection with the merger.
11 ARTICLES OF ASSOCIATION OF THE ACQUIRING COMPANY
The merger does not require any amendments to the Articles of Association of the
Acquiring Company. The Articles of Association of the Acquiring Company have
been proposed to be amended in accordance with Appendix 2 at the general meeting
resolving on the merger. The entry into force and registration of the amendment
of the Articles of Association shall be subject to the conditions for the
execution of the merger set forth in section 13 having been fulfilled (with the
exception of subsection 13 (i)).
12 DECISION ON THE MERGER
The merger in accordance with this merger plan shall be presented to the general
meetings of the Participating Companies for approval.
13 CONDITIONS FOR THE MERGER
The implementation of the merger plan and execution of the merger is subject to
each of the following conditions:
(i) the general meeting of the Acquiring Company having resolved to combine the
shares in different share classes and the corresponding amendment of the
Articles of Association and the share issue without consideration having been
registered with the Trade Register prior to the implementation of the merger;
(ii) the Merging Company's balance sheet having been prepared applying the
principles applicable to the preparation of final accounts and being in
accordance with Appendix 3, and Mr. Sixten Nyman, the auditor of the Merging
Company, having audited and approved the balance sheet applying the applicable
audit rules and regulations; and
(iii) all necessary approvals of authorities having been obtained and being in
force.
The board of directors of the Acquiring Company has the right to decide in its
reasonable discretion whether the prerequisites set forth in subsection (ii) are
satisfied and whether the conditions precedent to the implementation of the
merger plan and the execution of the merger have been satisfied.
14 ASSETS, LIABILITIES, AND CAPITAL OF THE MERGING COMPANY
Details of the Merging Company's assets, liabilities, and capital appear in the
balance sheet enclosed as Appendix 4, which has been approved on April 15, 2009.
The balance sheet items of the Merging Company are entered into the balance
sheet of the Acquiring Company in accordance with the following accounting
principles:
It is envisaged that the merger is to be implemented using the acquisition
method. The merged balance sheet items of the Merging Company are entered at the
book values in the final accounts of the Merging Company.
The assets transferred to the Acquiring Company by virtue of the merger are
entered into the balance sheet of the Acquiring Company as a negative entry in
the reserve for invested unrestricted equity.
No entries are made in the liabilities of the Acquiring Company in connection
with the merger.
Prior to the implementation of the merger the Merging Company shall prepare a
balance sheet, applying the principles applicable to the preparation of final
accounts. The balance sheet shall be in accordance with Appendix 3. At the time
of the completion of the merger, the Merging Company shall not have any other
assets than those set forth in Appendix 3 and shall not have any debt,
obligations or liabilities. Mr. Sixten Nyman, auditor of the Merging Company,
shall audit and issue a report on the balance sheet applying, to the extent
applicable, audit rules and regulations.
All shareholders of the Merging Company have given a separate undertaking
pursuant to which the shareholders shall be liable that the Merging Company does
not have any debts or other liabilities at the time of the execution of the
merger except as set forth in Appendix 3.
15 DECISIONS UPON TRANSACTIONS NOT FALLING UNDER THE ORDINARY COURSE OF BUSINESS
Prior to the date of the balance sheet in accordance with Appendix 3 referred to
in section 14 the Merging Company has the right to decide upon transactions
other than transactions required for achieving the balance sheet in accordance
with Appendix 3, only provided that the managing director of the Acquiring
Company authorized by board of directors consents to such decisions.
On or after the date of the balance sheet in accordance with Appendix 3 referred
to in section 14 the Merging Company has the right to decide upon transactions
affecting its level of equity or amount of shares and any other measures, except
for execution of the merger, only provided that the managing director of the
Acquiring Company authorized by board of directors consents to such decisions.
The merger plan does not otherwise affect the decision making of the Merging
Company or the Acquiring Company.
16 EXECUTION OF THE MERGER
The auditor's report by Mr. Mauri Palvi of KPMG Oy Ab, appointed by the boards
of directors of the Participating Companies, is enclosed as Appendix 5.
The intended date for the implementation of the merger is without delay after
the fulfillment of the conditions set forth in section 13 and as soon as
practicable after the creditor claims due date. The objective is that the merger
becomes effective on July 31, 2009.
The boards of directors of the Participating Companies can jointly alter the
planned date of registration of the merger, if need be.
17 LANGUAGE VERSIONS
In case of discrepancies between the Finnish and English texts of this merger
plan, the Finnish text shall prevail.
This merger plan has been executed in two (2) identical counterparts, one for
each party.
Helsinki, April 15, 2009
FISKARS OYJ ABP AGROFIN OY AB
Kaj-Gustaf Bergh Bert Ekroos
Appendices to the Merger Plan:
1 Mortgage Deed
2 Proposed Articles of Association of the Acquiring Company
3 Draft Implementation Balance Sheet of the Merging Company (below)
4 Balance Sheet of the Merging Company as of December 31, 2008
5 Report by Approved Auditor
Merger Plan - Appendix 3
ASSETS LIABILITIES
EUR EUR
Securities Equity
9.064.506 series A shares and
2.332.882 series K shares
in Fiskars Corporation,
corresponding to 11.863.964
single class shares
after the combination of
the share series of
Fiskars Corporation
70.839.656 Total equity 70.839.656
Total 70.839.656 Total 70.839.656