Nasdaq Helsinki Ltd: Final result of Alfa Laval's recommended public tender offer for all shares in Neles; Alfa Laval will not complete the tender offer

THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE
DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF
CHINA, JAPAN, NEW ZEALAND, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE
TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION,
PLEASE SEE SECTION ENTITLED "IMPORTANT INFORMATION" BELOW. 

Final result of Alfa Laval's recommended public tender offer for all shares in
Neles; Alfa Laval will not complete the tender offer 

Alfa Laval AB (publ), 4 November 2020 at 8:00 a.m. CET

As previously announced, Alfa Laval AB (publ) ("Alfa Laval" or the "Offeror")
and Neles Corporation ("Neles") have on 13 July 2020 entered into a combination
agreement pursuant to which Alfa Laval has made a voluntary recommended public
cash tender offer for all issued and outstanding shares in Neles (the "Tender
Offer"). The acceptance period under the Tender Offer commenced on 13 August
2020 at 9:30 a.m. (Finnish time) and expired on 30 October 2020 at 4:00 p.m.
(Finnish time). 

According to the final result of the Tender Offer, the shares validly tendered
and not properly withdrawn in the Tender Offer represent, together with the
total of 12,723,923 shares in Neles otherwise acquired by the Offeror prior to
the date hereof, approximately 32.82 percent of all issued and outstanding
shares and votes in Neles. 

The completion of the Tender Offer is conditional on, among other conditions,
the valid tender of shares representing, together with shares otherwise
acquired by the Offeror, more than fifty percent (50%) of the issued and
outstanding shares and votes in Neles. As the said condition has not been
fulfilled, the Offeror has decided not to complete the Tender Offer. 

Tom Erixon, President and CEO of Alfa Laval

"We regret that less than 50 % of the shareholders have decided to tender their
shares. While the industrial logic and growth synergies between Neles and Alfa
Laval represented a significant opportunity for both companies, we do not
believe that Neles would be well served by having two large shareholders with
conflicting strategic agendas for the long-term. For that reason, Alfa Laval
has decided to withdraw the public tender offer. We now hope that Neles will
find a different path to succeed in the global industrial flow control market." 

The transfer restrictions registered over the relevant book-entry accounts with
respect to shares that have been validly tendered in the Tender Offer will be
removed as soon as possible and approximately by 9 November 2020. 

Investor Relations contacts:

Johan Lundin
Head of Investor Relations

Alfa Laval
Mobile: [phone]
[e-mail]

Media enquiries:

Johan Lundin
Head of Investor Relations

Alfa Laval
Mobile: [phone]
[e-mail]

About Alfa Laval

Alfa Laval is active in the areas of Energy, Marine, and Food & Water, offering
its expertise, products, and service to a wide range of industries in some 100
countries. The company is committed to optimizing processes, creating
responsible growth, and driving progress - always going the extra mile to
support customers in achieving their business goals and sustainability targets. 

Alfa Laval's innovative technologies are dedicated to purifying, refining, and
reusing materials, promoting more responsible use of natural resources. They
contribute to improved energy efficiency and heat recovery, better water
treatment, and reduced emissions. Thereby, Alfa Laval is not only accelerating
success for its customers, but also for people and the planet. Making the world
better, every day. It's all about Advancing better. 

Alfa Laval has 17,500 employees. Annual sales in 2019 were SEK 46.5 billion
(approx. EUR 4.4 billion). The company is listed on Nasdaq OMX. 

Alfa Laval's key financials are summarised below.



Financials (2019, SEK million)1               
-----------------------------------------------
Net sales                               46,517
----------------------------------------------
Operating profit (EBIT)                  7,198
----------------------------------------------
Adjusted EBITA2                          7,989
----------------------------------------------
Total assets (as per 31 December 2019)  64,396
----------------------------------------------



1 As per Alfa Laval Group's 2019 annual report.

2 Defined as operating income before amortization of step-up values, adjusted
for items affecting comparability. 

About Neles

Neles a global leader in flow control solutions and services. The company's
valves and valve automation technologies are known for quality, reliability and
highest safety. The customers of Neles operate in oil and gas refining, pulp,
paper and bioproducts industry, chemicals and other process industries. 

Neles started trading as an independent company on 1 July 2020 following the
partial demerger of Metso Corporation, but the business has a long track record
with a history of innovation for more than 60 years. Currently the company has
about 2,900 employees. Neles' key financials are summarised below. 



Financials (2019, EUR million)1             
---------------------------------------------
Net sales                                660
--------------------------------------------
Operating profit (EBIT)                   93
--------------------------------------------
Adjusted EBITA2                           96
--------------------------------------------
Total assets (as per 31 December 2019)3  582
--------------------------------------------



1 As per Metso's 2019 annual report.

2 Defined as operating profit before amortization of intangible assets.

3 Calculated as group total assets less total assets of discontinued operations.

IMPORTANT INFORMATION

THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE
DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF
CHINA, JAPAN, NEW ZEALAND, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE
TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. 

THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS
STOCK EXCHANGE RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER
OFFER, IN, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. INVESTORS
SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE
INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. THE TENDER OFFER IS NOT BEING
MADE, AND THE SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF
PERSONS, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR
ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER
DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND. 

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW, AND THE TENDER OFFER DOCUMENT AND RELATED
ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED
INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR
REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, BY ANY MEANS OR INSTRUMENTALITY (INCLUDING WITHOUT LIMITATION
E-MAIL, POST, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR ELECTRONIC
TRANSMISSION BY WAY OF THE INTERNET OR OTHERWISE), IN OR INTO, OR BY USE OF THE
POSTAL SERVICE OF, OR THROUGH ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE
OF, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. THE TENDER OFFER CANNOT
BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY
OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF
THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. ANY
PURPOTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A
VIOLATION OF THESE RESTRICTIONS WILL BE INVALID. 

THIS STOCK EXCHANGE RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO
THE TENDER OFFER ARE NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED
PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS
ACT 2000 (THE "FSMA"). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE AND ANY OTHER
DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED
TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE
COMMUNICATION OF THIS STOCK EXCHANGE RELEASE AND ANY OTHER DOCUMENTS OR
MATERIALS RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON
FINANCIAL PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A
COMMUNICATION BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A
TRANSACTION TO ACQUIRE DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE;
OR TO ACQUIRE 50 PER CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE,
WITHIN ARTICLE 62 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005. 

Information for shareholders in the United States

Shareholders in the United States are advised that the shares in Neles are not
listed on a U.S. securities exchange and that Neles is not subject to the
periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC")
thereunder. 

The Tender Offer will be made for the issued and outstanding shares in Neles,
which is domiciled in Finland, and is subject to Finnish disclosure and
procedural requirements. The Tender Offer is made in the United States pursuant
to Section 14(e) and Regulation 14E under the Exchange Act, subject to
exemptions provided by Rule 14d-1(d) under the Exchange act for a "Tier II"
tender offer, and otherwise in accordance with the disclosure and procedural
requirements of Finnish law, including with respect to the Tender Offer
timetable, settlement procedures, withdrawal, waiver of conditions and timing
of payments, which are different from those of the United States. In
particular, the financial information included in this stock exchange release
has been prepared in accordance with applicable accounting standards in
Finland, which may not be comparable to the financial statements or financial
information of U.S. companies. The Tender Offer is made to Neles' shareholders
resident in the United States on the same terms and conditions as those made to
all other shareholders of Neles to whom an offer is made. Any information
documents, including this stock exchange release, are being disseminated to
U.S. shareholders on a basis comparable to the method that such documents are
provided to Neles' other shareholders. 

To the extent permissible under applicable law or regulations, Alfa Laval and
its affiliates or its brokers and its brokers' affiliates (acting as agents for
Alfa Laval or its affiliates, as applicable) may from time to time and during
the pendency of the Tender Offer, and other than pursuant to the Tender Offer
and combination, directly or indirectly, purchase or arrange to purchase, the
shares in Neles or any securities that are convertible into, exchangeable for
or exercisable for such shares. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices. To
the extent information about such purchases or arrangements to purchase is made
public in Finland, such information will be disclosed by means of a press
release or other means reasonably calculated to inform U.S. shareholders of
Neles of such information. In addition, the financial advisers to Alfa Laval
may also engage in ordinary course trading activities in securities of Neles,
which may include purchases or arrangements to purchase such securities. To the
extent required in Finland, any information about such purchases will be made
public in Finland in the manner required by Finnish law. 

Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, passed upon the merits or fairness of the Tender
Offer, or passed any comment upon the adequacy, accuracy or completeness of the
disclosure in this stock exchange release. Any representation to the contrary
is a criminal offence in the United States. 

The receipt of cash pursuant to the Tender Offer by a U.S. holder of shares in
Neles may be a taxable transaction for U.S. federal income tax purposes and
under applicable U.S. state and local, as well as foreign and other, tax laws.
Each holder of shares in Neles is urged to consult its independent professional
adviser immediately regarding the tax consequences of accepting the Tender
Offer. 

It may be difficult for Neles' shareholders to enforce their rights and any
claims they may have arising under the U.S. federal securities laws, since Alfa
Laval and Neles are located in non-U.S. jurisdictions, and some or all of their
respective officers and directors may be residents of non-U.S. jurisdictions.
Neles' shareholders may not be able to sue Alfa Laval or Neles or their
respective officers or directors in a non-U.S. court for violations of the U.S.
federal securities laws. It may be difficult to compel Alfa Laval and Neles and
their respective affiliates to subject themselves to a U.S. court's judgment. 

Forward-looking statements

This stock exchange release contains statements that, to the extent they are
not historical facts, constitute "forward-looking statements". Forward-looking
statements include statements concerning plans, expectations, projections,
objectives, targets, goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or intentions
relating to acquisitions, competitive strengths and weaknesses, plans or goals
relating to financial position, future operations and development, business
strategy and the trends in the industries and the political and legal
environment and other information that is not historical information. In some
instances, they can be identified by the use of forward-looking terminology,
including the terms "believes", "intends", "may", "will" or "should" or, in
each case, their negative or variations on comparable terminology. By their
very nature, forward-looking statements involve inherent risks, uncertainties
and assumptions, both general and specific, and risks exist that the
predictions, forecasts, projections and other forward-looking statements will
not be achieved. Given these risks, uncertainties and assumptions, investors
are cautioned not to place undue reliance on such forward-looking statements.
Any forward-looking statements contained herein speak only as at the date of
this stock exchange release.

Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=797212