UPM-Kymmene Corporation Stock Exchange Release (Other information disclosed according to the rules of the exchange)April 29, 2026 at 12:00 EEST
The Board of Directors of UPM-Kymmene Corporation has approved a demerger plan concerning the separation of the Plywood business into a new listed company
UPM-Kymmene Corporation ("UPM", the "Company") announced on September 23, 2025, a strategic review of the UPM Plywood business area to assess options for maximizing its long-term potential in an evolving market environment. UPM's Board of Directors has today approved a demerger plan concerning the separation of UPM Plywood business area into a new independent listed company, to be named WISA Group Plc. The demerger is subject to approval by UPM's Extraordinary General Meeting expected to be held in early September 2026 at the latest. The planned completion date of the demerger is October 31, 2026. A demerger and listing prospectus will be published separately.
Based on the strategic review, the Board of Directors of UPM has approved a demerger plan concerning a partial demerger of UPM. According to the demerger plan, UPM will demerge so that all assets and liabilities of UPM relating to the UPM Plywood business area, or mainly serving the UPM Plywood business area, are transferred to WISA Group Plc ("WISA Group"), a company to be established in the demerger (the "Demerger").
UPM intends to apply for admitting the shares of WISA Group for trading on the official list of Nasdaq Helsinki Ltd ("Nasdaq Helsinki"). Upon the completion of the Demerger, WISA Group would initially have the same shareholder structure as UPM.
Strategic rationale of the Demerger
According to the assessment of the Board of Directors of UPM, the separation of the Plywood business area into a new publicly listed company would increase shareholder value by creating an integrated platform focused solely on pursuing the strategic priorities and growth opportunities of the Plywood business area. The separation will also simplify governance and decision-making structures, foster more direct accountability, and enhance UPM's focus on its core businesses. It will also provide increased visibility to investors into key value drivers specific to the Plywood business area, which can facilitate the fair valuation of the business and provide more flexibility for accessing external capital. The separation further allows the Plywood business area to attract new investors who are interested in investing directly in an independent company focused on high value-added end-use segments, including construction, LNG shipbuilding and vehicle flooring solutions. This also benefits the value creation for UPM's current shareholders.
"We believe that this change in our business portfolio will create long-term value for UPM's shareholders. Separating the plywood business into its own growth path strengthens its future prospects and clarifies UPM's business portfolio," says Massimo Reynaudo, UPM's President and CEO.
"As an independent company, we will be well positioned to execute a focused strategy that combines our premium market position, scalable operational leverage and disciplined growth. Our strong customer partnerships and advanced plywood solutions give us a solid foundation and excellent value creation potential over time," says Tuija Suur-Hamari, EVP, UPM Plywood.
Overview of the Demerger
The Demerger would be executed in accordance with the attached demerger plan as a partial demerger, as set out in the Finnish Companies Act (624/2006, as amended, the "Finnish Companies Act"). The shareholders of UPM will receive as demerger consideration one new share in WISA Group for each share they hold in UPM (the "Demerger Consideration"), that is, the Demerger Consideration will be issued to the shareholders of UPM in proportion to their existing shareholdings with a ratio of 1:1. No action will be required from UPM shareholders to receive the Demerger Consideration. UPM's shareholders will retain their shareholdings in UPM.
Completion of the Demerger is subject to, among other things, approval by UPM's shareholders in an Extraordinary General Meeting (the "EGM"). The EGM, which resolves on the Demerger and other proposals in relation thereto, is expected to be held in early September 2026 at the latest. UPM will publish the notice to the EGM at a later stage.
The planned completion date of the Demerger pursuant to the demerger plan is October 31, 2026. Trading in the shares of WISA Group on Nasdaq Helsinki is currently expected to commence on or about November 2, 2026, or as soon as possible thereafter. UPM presents the UPM Plywood business area as discontinued operations in its financial reporting in accordance with the IFRS 5 standard starting from the second quarter of 2026.
The Board of Directors of UPM may, at any time prior to the completion of the Demerger (also after the EGM resolving on the Demerger), resolve not to complete the Demerger if the Board of Directors of UPM concludes that the completion of the Demerger is no longer in the best interest of UPM and its shareholders due to a change in circumstances that has occurred or arisen after this demerger plan has been signed. In such case, the Demerger will lapse.
Overview of WISA Group
Upon completion of the Demerger, WISA Group is one of the leading European plywood producers with a strong market position across key end-uses. WISA Group offers high-quality plywood and veneer products for construction, vehicle flooring, LNG shipbuilding, parquet manufacturing and other industrial applications. It operates seven production units across five locations in Finland and Estonia with a theoretical maximum available capacity of approximately 785,000 cubic metres per year. In 2025, the sales of UPM Plywood business area were EUR 409 million and reported comparable EBITDA was EUR 55 million.
Financing arrangements
As part of the preparations for the Demerger, the Company has agreed on sufficient financing for the demerging plywood business, subject to customary conditions. Furthermore, UPM has conducted a consent solicitation process with respect to its fixed-rate green notes due in 2028, 2029, 2031, and 2034, respectively, (together, the "Notes") where the required percentage of the holders of the Notes approved certain amendments to the terms and conditions of the relevant Notes so as to include waivers of certain creditors' rights with respect to the separation of the Plywood business area by partial demerger.
Board of Directors and management of WISA Group
The EGM resolving on the Demerger will also elect the members of the Board of Directors of WISA Group for a term commencing upon the completion of the Demerger. The Demerger is not expected to result in any changes to the current composition of UPM's Board of Directors.
UPM's Board of Directors has appointed Tuija Suur-Hamari, Executive Vice President, UPM Plywood, as President and CEO of WISA Group effective as of the completion of the Demerger. The other members of WISA Group's management will be appointed prior to the completion of the Demerger.
Advance tax ruling from the Finnish Tax Administration
The Company has received a binding advance ruling from the Finnish Tax Administration according to which the Demerger will be treated as a tax neutral partial demerger for income tax purposes as defined in Section 52 c of the Finnish Business Income Tax Act (360/1968, as amended).
Demerger and listing prospectus
The demerger and listing prospectus, which will contain more detailed information on the Demerger and WISA Group, will be published at a later stage.
Advisors
Nordea Bank Abp acts as the Company's lead financial advisor and Hannes Snellman Attorneys Ltd acts as the Company's legal advisor in relation to the Demerger.
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Appendix 1: The demerger plan and its appendices
Important notice
This release does not constitute a notice to convene a general meeting of shareholders nor does it constitute a demerger or listing prospectus. Any decision with respect to the proposed partial demerger of the Company should be made solely on the basis of information to be contained in the actual notice to convene the general meeting of shareholders of the Company, and the demerger and listing prospectus as well as on an independent assessment of the information contained therein. Investors are directed to consult the demerger and listing prospectus, which will be published on a later date, for more comprehensive information on WISA Group, its shares and the proposed demerger.
This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase the securities described in such release in the United States. In particular, any securities referred to in this release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
The WISA Group shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon, or endorsed the merit of, the partial demerger or the accuracy or the adequacy of this release. Any representation to the contrary is a criminal offence in the United States.
This release is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. This release is not a prospectus, product disclosure statement or other offering document for the purposes of Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "UK Prospectus Regulation"), and the contemplated distribution of the WISA Group shares is expected to be carried out in circumstances that do not constitute "an offer to the public" within the meaning of the UK Prospectus Regulation.
Forward-looking statements
This release includes "forward-looking statements" that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. Words such as "intend", "assess", "expect", "may", "plan", "believe", "estimate" and other expressions entailing indications or predictions of future developments or trends, not based on historical facts, constitute forward-looking information. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company or WISA Group to differ materially from those expressed or implied in the forward-looking statements. Neither the Company, WISA Group, nor any of their affiliates, advisors or representatives or any other person undertakes any obligation to review, confirm or to release publicly any updates or revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release other than as required by applicable laws and regulations.
