In parallel with the demerger prospectus published today for Valmet Corporation, which will be incorporated in connection of the partial demerger of Metso Corporation, Metso is also publishing illustrative financial information for Metso’s continuing operations for the 2012 financial year and the first half of 2013.
Metso’s Board of Directors unanimously approved a demerger plan on May 31, 2013 under which all the assets, debts, and liabilities relating to Metso’s Pulp, Paper and Power businesses will transfer, without liquidation, from Metso to Valmet. Valmet will be incorporated as part of the demerger and an application will be made to list its shares on NASDAQ OMX Helsinki Ltd. Metso’s Mining and Construction segment and Automation segment will form the continuing operations of Metso.
On August 15, 2013, the Board unanimously decided to propose the approval of the demerger and the demerger plan to the Extraordinary General Meeting of Metso shareholders scheduled for October 1, 2013. The completion of the partial demerger is expected to be registered in the Finnish Trade Register on or about December 31, 2013. The prospectus relating to Valmet was published today and is available on Metso’s website (www.metso.com).
Basis of preparation of unaudited illustrative financial information
The following unaudited illustrative financial information is presented to illustrate the results of operations and financial position for Metso’s continuing operations had the partial demerger taken place on January 1, 2012. The information is based on financial data derived from Metso’s audited consolidated financial statements as of and for the year ended December 31, 2012, restated for the impact of the adoption of the revised IAS 19 “Employee Benefits” standard and from Metso’s unaudited consolidated interim report as of and for the six month period ended June 30, 2013.
This information is presented for illustrative purposes only. Because of its nature, it addresses a hypothetical situation and does not represent the actual results of operations or the financial position of Metso had the demerger been completed on January 1, 2012; nor is it intended to project the results of operations or the financial position of Metso as of any future date.
Management believes that the illustrative information presented in this release provides a relevant basis to present the result of operations and financial position of the continuing Metso Group. The adjustments made in preparing the illustrative information are based on available information and assumptions. There is no certainty that these assumptions will prove correct.
The following significant assumptions and adjustments to historical information have been made in the preparation of the illustrative financial information for Metso’s continuing operations:
Accounting treatment of the demerger
The demerger will be accounted for as a disposal in accordance with IFRIC 17, Distributions of non-cash assets to owners. Once the demerger has taken place, the difference between the fair value of the Valmet business and its book value in Metso’s consolidated balance sheet will be recorded as a gain on distribution. The Valmet business to be spun off through the demerger will be presented as discontinued operations in Metso’s financial reporting after shareholders have approved the demerger.
KEY FIGURES FOR METSO GROUP AFTER THE DEMERGER | |||||
As of and for
the six months ended June 30, |
As of and for
the year ended December 31, |
||||
EUR million | 2013 | 2012 | |||
Net sales, total | 2,007 | 4,499 | |||
Operating profit | 192 | 463 | |||
Profit before taxes | 158 | 404 | |||
Amortization of intangible assets | -10 | -20 | |||
Depreciation of tangible assets | -30 | -57 | |||
Non-recurring items | |||||
Capacity adjustment expenses | 0 | -12 | |||
Cost related to demerger process | -1 | 0 | |||
Other NRE | -21 | 0 | |||
EBITA, before non-recurring items | 224 | 495 | |||
EBITA, % before NRE | 11.2 % | 11.0 % | |||
EBITDA | 232 | 540 | |||
Earnings per share, EUR | 0.71 | 1.82 | |||
Shares (outstanding shares, period average) | 149,787,111 | 149,715,383 | |||
Balance sheet total | 3,830 | 4,000 | |||
Equity | 1,177 | 1,359 | |||
Interest-bearing liabilities | 1,105 | 1,094 | |||
Net debt | 565 | 385 | |||
Gearing | 48.0 % | 28.3 % | |||
ROCE before taxes | 16.9% | 19.2% | |||
ROCE after taxes | 12.4% | 13.8% | |||
Orders received, external | 2,103 | 4,432 | |||
Order backlog | 2,262 | 2,269 | |||
Personnel, at the end of period | 18,033 | 17,665 | |||
EBITA, before non-recurring items: | Operating profit + amortization + non-recurring items | ||||||
EBITDA | Operating profit + depreciation and amortization | ||||||
Earnings per share, EUR | Profit | ||||||
Number of outstanding shares of Metso, average | |||||||
Gearing, % | Net interest bearing liabilities | x 100 | |||||
Total equity | |||||||
Return on capital employed (ROCE) before taxes, % | Profit before taxes + interest and other financial expenses | x 100 | |||||
Balance sheet total – non-interest bearing liabilities | |||||||
Return on capital employed (ROCE) after taxes, % | Profit + interest and other financial expenses | x 100 | |||||
Balance sheet total – non-interest bearing liabilities |