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SCA´s binding offer to acquire Everbeauty has been accepted
The acceptance of SCA´s binding offer follows the privatization of Everbeauty under Taiwanese law. As a result, a sale and purchase agreement has been signed by SCA and the sellers.
On February 25th2012 it was announced that SCA had delivered a binding offer to acquire Everbeauty, a leading Asian personal care products company with sales in China, Taiwan and Southeast Asia. The company produces and markets baby diapers and incontinence care products with strong brands such as Dr P for incontinence care products and Sealer for baby diapers.
Following the signing of the sale and purchase agreement by the parties, the process will continue towards completing the acquisition, which will include seeking the approvals and clearances from relevant authorities in Taiwan. Closing of the deal is expected to take place in the summer of 2012.
To see the first press release on the acquisition see here....>
Pöyry assists Tembec's cellulose manufacturing facility in Canada
Pöyry's Energy business group has been awarded the detail engineering and procurement assistance support contract for a 190 million CAD capital investment (Phase 1) to upgrade the specialty cellulose manufacturing facility of Tembec in Temiscaming, Quebec, Canada.
The installation of a new waste liquor recovery boiler and turbo generator will increase the annual green electricity production by up to 40 megawatts and reduce sulfur dioxide emissions by 70 percent. It is expected that the boiler will be operational in December 2013, followed by the turbo-generator in May 2014.
Pöyry's assignment includes project management and detail engineering design for all disciplines. The project will be executed by Pöyry's office in Montreal, Canada. The contract value is CAD 7.2 million (EUR 5.5 million).
PÖYRY PLC
Siemens is European patent champion in Europe
Siemens is again the uncontested leader in patent applications in Europe. According to the 2011 Patent Applicant Ranking of the European Patent Office (EPO), the company submitted 2,235 patent applications (excluding Osram: 1,994) to the EPO in calendar year 2011 to capture first place in the European patent statistics. Siemens also increased its lead over its next-ranked rivals. "I'm very proud of this achievement – it's a testimony to our employees' power of innovation. Innovations strengthen our position in international competition and create jobs," said Siemens President and CEO Peter Löscher. Löscher confirmed that Siemens will continue to invest in research and development at the current high level. In fiscal 2011, the company channeled nearly €4 billion into research and development, of which over €1 billion went to develop green technologies.
"Siemens is a great example of how to leverage innovations for business success," said EPO President Benoît Battistelli. "The company has been in the top three ever since we introduced the Top Applicant Rankings in 1997." Siemens is also increasingly innovative at the global level. The number of invention reports filed by Siemens researchers rose ten percent year-over-year to 8,600 – or almost 40 per workday. On average, each of the company's nearly 28,000 R&D employees is now reporting almost twice as many inventions as ten years ago. The number of related initial patent filings worldwide now totals nearly 4,300 or almost 20 per workday – a 15 percent increase compared to 2010, while the total number of patents granted to the company has risen from 51,300 in 2010 to 53,300.
These outstanding creative achievements are reflected in Siemens products. For example, the company's latest gas turbine has achieved an efficiency rating of 60.75 percent in combined cycle operation with a steam turbine – a current world record. In 1990, turbine efficiency was still 52 percent – nearly nine percent lower. A power plant equipped with the new Siemens turbine can supply the entire energy needs of a city of around 3.5 million inhabitants. This means that – due to its increased efficiency – it can provide electricity to half a million more people than its counterpart in 1990 and without additional CO2 emissions. The plant can also go from shutdown to 500 megawatts within half an hour. This quick start-up capability is important if wind and solar systems are to be used to feed electricity into power grids as part of the current energy transformation. The new combined cycle plants can step in at short notice if wind forces suddenly diminish or clouds obscure the sun.
Another example – this time in the healthcare field – is of particular importance to patients. Developed by Siemens, the new Biograph mMR is the first device to combine the two opposed technologies magnetic resonance imaging (MRI) and positron emission tomography (PET) in a single system. By providing much more precise images of processes within the human body, the Biograph mMR is making diagnoses more accurate. For patients, this means gentler and more individual therapies and better outcomes.
Further information is available at: www.siemens.com/press/patent-applicant-ranking.
The figures for invention reports and patent applications are calculated on the basis of continuing operations – that is, excluding Osram and Siemens IT Solutions and Services.
New CEO of Acosense AB
In January, Linnéa Lindau began her work as new CEO of Acosense AB. Linnéa, 35 years of age, has spent the last ten years working as a business coach at Chalmers Innovation. She is also frequently engaged as director of everything from start-ups to established companies and foundations, including Chalmers University of Technology. In addition, she served as CEO of two technology-based growth companies.
Linnéa has a background at Chalmers, where she studied Automation and Mechatronics, and at Chalmers School of Entrepreneurship.
With her experience in building and managing small businesses and working with finance and investment in technology growth companies, Linnea will lead Acosense AB in the expanding phase that now awaits.
- It’s exciting and fun to become a part of the creative Acosense environment. Right now the company is undergoing an intense phase and already has several customers, proving that the industry need Acosense solutions. Meanwhile, we continue to invest in research and development, a challenge I look forward to lead and to participate in.
Linnéa Lindau, CEO, Acosense AB
- It feels great that we could recruit Linnéa. She has both the experience and an amazing drive. Acosense is in an exciting phase right now and it’s incredibly fun to work along with Linnea for the development of the company.
Peter Eriksson, Chairman, Acosense AB
David Brohall, former CEO of Acosense will in the future focus on general issues of the Board and work with technology development and expansion issues.
- Linnéa coming in as CEO means more time for me to focus on other issues in the company. This is a new phase of Acosense and a new phase for me. Something I’m really looking forward to.
David Brohall, Director, Acosense AB
Managers in new positions at Södra
Klara Helstad, Ulf Edman, Magnus Olsson and Stefan Sandberg are taking up new positions at Södra now that Urban Eriksson, President of Södra Interiör, and Per Braconier, Director of Communications, have decided to leave Södra.
Klara Helstad, Ulf Edman, Magnus Olsson and Stefan Sandberg and are taking up new positions at Södra now that Urban Eriksson, President of Södra Interiör, and Per Braconier, Director of Communications, have decided to leave Södra.
Ulf Edman, currently President of Södra Cell International, will be taking over asPresident of Södra Interiör from Urban Eriksson, who has decided to leave the group in order to start up a consultancy. Urban will be staying with the group until the end of June so as to hand over his responsibilities to his successor. Ulf Edman is 55 years old and has worked for Södra since 1997, when he was employed as the Director of Marketing for Södra Cell. Prior to this, Ulf Edman was the CEO of MoDo Paper Ltd in the UK.
The new President of Södra Cell International will be Magnus Olsson, currently the Plant Manager at Södra Cell Mörrum. Magnus is 48 years old and joined Södra in 2006 after working as the CEO of Stora Enso Nymölla.
The new Plant Manager for Södra Cell Mörrum will be Stefan Sandberg, 46, who is currently Head of HR at Södra Timber. Stefan was formerly Head of HR and Head of Purchasing at Södra Cell Värö. He joined Södra in 2003.
Our present Director of Communications, Per Braconier, will be leaving Södra in order to take up a new position as Director of Communications for the Swedish Forest Industries Federation. Per has worked for Södra since 2005, joining us from Dagens Industri. Klara Helstad, who was recently appointed as the Sustainability Director, will be taking over from Per and operating as our Director for sustainability and communication. Klara Helstad is 34 years old and a Doctor of Forestry. Prior to taking on this position, she worked as the Environmental and Quality manager at Södra Skog.
All these changes will be implemented on 15 May.
"We thank all five of these staff members for their efforts and wish them every success in their new jobs," says Leif Brodén, CEO at Södra.
Verso's Continued Listing Plan Accepted by NYSE
Verso Paper Corp. has announced that the New York Stock Exchange has accepted the company's plan for continued listing on the NYSE. As a result, Verso's common stock will continue to be listed on the NYSE, subject to quarterly reviews by the NYSE to monitor the company's progress against the plan.
The NYSE earlier notified Verso on December 21, 2011, that the company had fallen below the NYSE's continued listing standard requiring that it maintain an average market capitalization of at least $75 million over a consecutive 30 trading-day period. With the NYSE's acceptance of the plan, Verso has 18 months from the original notification date in which to comply with the average market capitalization standard, subject to its compliance with the NYSE's other continued listing requirements.
Verso will continue to work proactively with the NYSE to maintain the listing of its common stock during the compliance period. "The NYSE's acceptance of our plan reaffirms our belief that Verso's strategic direction and fundamental operating principles are sound. We look forward to executing our business plan and increasing our share price and market capitalization," commented Mike Jackson, Verso's President and Chief Executive Officer.
Source: Verso Paper Corp.
Smurfit Kappa to invest in Townsend Hook Paper Mill
Smurfit Kappa has announced a three-year £98 million (US$154 million) investment project for its recycled paperboard mill in Townsend Hook, Kent, U.K. The installation and commissioning of a custom designed, 5-meter, lightweight recycled container board machine is due to be completed and operational by the end of 2014. According to a release, the investment will secure the company with enough supply of paper for all of Smurfit Kappa’s packaging operations in the U.K. and Ireland.
Smurfit Kappa says the new machine will produce lightweight corrugated papers, and will be used internally by Smurfit Kappa’s integrated plants to meeting market requirements for high efficiency and sustainable, recycled papermaking. The cost associated with the project will be phased in over three years. The company notes that the outlay represents one of the largest investments by an established U.K. paper manufacturer and is a significant sign of Smurfit Kappa’s commitment to its customers.
The equipment will replace two existing container board machines and will increase Townsend Hook’s annual capacity of FSC certified, recycled paper from 240,000 metric tons to 260,000 metric tons.
Chris Allen, CEO of Smurfit Kappa Paper UK, says, “This investment in the current financial climate shows Smurfit Kappa’s commitment to the U.K., Ireland and Pan-European customers of our corrugated and paper divisions. The design of the new machine features state-of-the-art technology that will produce a superior lightweight paper, enhancing our position and confirming us as a leading player in the U.K. and Ireland.
Clive Bowers, CEO of Smurfit Kappa Corrugated UK, adds, “At a time of considerable change in the U.K. and European packaging markets, it is vitally important for our customers that continuity, innovation and quality of supply is maintained at all times. This major investment in our infrastructure underlines our desire to provide our customers with unparalleled advantage over their competitors, ensuring that Smurfit Kappa is always seen as leading our industry, with bold and decisive business policies for the long-term.”
source: recycling today
Algae provides new fuel for pulp and paper mills
Culturing of algae could provide environmental benefits and new business opportunities for pulp and paper mills around the world. That's the idea behind a new swedish project coordinated by The Paper Province. Together with a number of stakeholders the cluster organisation recently conducted a feasibility study on how mircoalgae couls be used to make bio fuel from mill residues.
- This shows the strength found in The Paper Province, where nearly one hundred companies with different specialties interact with academia and public actors. This creates opportunities for innovative solutions and is one of the reasons that The Paper Province ranks as a world-class Clusters, says Maria Hollander, CEO at The Paper Province.
Waste converted into resources
The idea is that the algae use nutrients in the mills' warm wastewater and binds carbon dioxide from waste gas. Algaes could be used to produce bio-fuel, -oil or -gas. The new process will reduce eutrophication and carbon dioxide emissions and create new revenue streams for mills.
- A very exicting project that ties together a range of stakeholders. In time, the project will hopefully contribute to increased profiability for the mills, says Magnus Persson, head of The Paper Province's center for energy efficiency, Energy Square.
Reduces the environmental footprint
An initial feasibility study identified potential partners along the chain, from plant to end-users and outlined what process might look like. Now pilot studies are to be done at Nordic Paper Bäckhammer, a mill producing around 200 000 tonnes of unbleached pulp and 130 000 tonnes of unbleached Kraft paper a year.
-This could help to strengthen our revenues within the energy sectors, which makes us less sensitive to economic cycles. It would also help to reduce our environmental footprint significantly. said Tarjei Svensen, Lab and Environmental Manager at Nordic Paper Bäckhammer.
Apart from The Paper Province and Nordic Paper Bäckhammer the project involves a number of other actors; Head Engineering, Karlstad University, Nynas, Regional Energy Agency of Värmland, SP Technical Research Institute of Sweden, Svanberg Bona Officia, Sweco and Tengbom. The project is supported by Vinnova, the Swedish Governmental Agency for Innovation Systems.
At the beginning the project is primarily focused on the pulp and paper industry, but the process could eventually be interesting for other industries and users as well.
Verso Paper Corp. Announces Preliminary Results of Tender Offer for Certain Outstanding Debt
Verso Paper Corp. has announced that, pursuant to the previously announced tender offer of its subsidiary, Verso Paper Holdings LLC ("Verso Holdings"), Verso Holdingsreceived tenders from the holders of $270,573,000 aggregate principal amount of the 11½% senior secured notes due 2014 issued by it and Verso Paper Inc. (the "Notes") prior to the early tender payment deadline on March 20, 2012, at 5:00 p.m., New York City time (the "Early Tender Date"). The tenders for the Notes received by Verso Holdings prior to the Early Tender Date represent approximately 85.9% of the outstanding Notes.
The complete terms and conditions of the tender offer for the Notes are detailed in Verso Holdings' Offer to Purchase dated March 7, 2012, and the related Letter of Transmittal (the "Tender Offer Documents"). Verso Holdingscurrently expects to accept for payment, subject to conditions set forth in the Tender Offer Documents, all of the Notes validly tendered prior to the Early Tender Date on Wednesday, March 21, 2012.
Each holder who validly tendered its Notes prior to the Early Tender Date will receive, if such Notes are accepted for purchase pursuant to the tender offer, the total consideration of $1,055.00 per $1,000 principal amount of Notes tendered, which consists of $1,025.00 as the tender offer consideration and $30.00 as an early tender payment. In addition, accrued interest up to, but not including, the applicable payment date of the Notes will be paid in cash on all validly tendered and accepted Notes.
The tender offer is scheduled to expire at 11:59 p.m., New York City time, on April 3, 2012, unless extended or earlier terminated (the "Expiration Date"). Because the Early Tender Date has passed, tendered Notes may no longer be withdrawn at any time, except to the extent that Verso Holdings is required by law to provide additional withdrawal rights. Holders who validly tender their Notes after the Early Tender Date will receive only the tender offer consideration and will not be entitled to receive an early tender payment if such Notes are accepted for purchase pursuant to the tender offer.
All the conditions set forth in the Tender Offer Documents remain unchanged. If any of the conditions is not satisfied, Verso Holdings may terminate the tender offer and return tendered Notes not previously accepted. Verso Holdings has the right to waive any of the foregoing conditions with respect to the Notes. In addition, Verso Holdings has the right, in its sole discretion, to terminate the tender offer at any time, subject to applicable law.
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The tender offer is being made only through, and subject to the terms and conditions set forth in, the Tender Offer Documents and related materials.
Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Goldman, Sachs & Co. are acting as the Dealer Managers for the tender offer. Questions regarding the tender offer may be directed to Credit Suisse Securities (USA) LLC, Attn: Liability Management Group at (800) 820-1653 (toll-free) or at (212) 325-5912 (collect); to Citigroup Global Markets Inc., Attn: Liability Management Group at (800) 558-3745 (toll-free) or at (212) 723-6106 (collect); to Barclays Capital Inc., Attn: Liability Management Group at (800) 438-3242 (toll-free) or at (212) 528-7581 (collect); or to Goldman, Sachs & Co., Attn: Liability Management Group at (800) 828-3182 (toll-free) or at (212) 902-5183 (collect).
Global Bondholder Services Corporation is acting as the Information Agent for the tender offer. Requests for the Tender Offer Documents may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (866) 807-2200 (for all others).
Neither Verso Holdings' board of directors nor any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation. Holders of Notes must make their own decisions as to whether to tender their Notes, and if they decide to do so, the principal amount of the Notes to tender. Holders of the Notes should read carefully the Tender Offer Documents and related materials before any decision is made with respect to the tender offer.
Kemira's AGM: Jukka Viinanen elected as new chairman of the Board of Directors
The Annual General Meeting of Kemira Oyj ("Kemira") approved the Board proposal of a EUR 0.53 dividend per share for the financial year 2011. The Annual General Meeting elected six members (previously seven) to the Board of Directors. Annual General Meeting reelected Elizabeth Armstrong, Winnie Fok, Juha Laaksonen, Kerttu Tuomas and Jukka Viinanen to the Board of Directors and elected Jari Paasikivi as a new member. Jukka Viinanen was elected as the Board's chairman and Jari Paasikivi was elected as vice chairman.
Mr. Jari Paasikivi (b. 1954). M.Sc. (Econ.) is currently working as President and CEO of Oras Invest Ltd. He is currently also the Chairman of the Board of Tikkurila Oyj and Uponor Oyj and a Board member of Oras Oy.
Dividend payment
The per-share dividend of 0.53 EUR will be paid to a shareholder who is registered in the Company's Shareholder Register maintained by Euroclear Finland Ltd on the dividend record date, March 26, 2012. The dividend will be paid out on April 2, 2012.
Remuneration of the Chairman, the Vice Chairman and the members of the Board of Directors
The Annual General Meeting decided that the remuneration paid to the members of the Board of Directors will be as follows: the Chairman will receive 74,000 euro per year, the Vice Chairman 45,000 euro per year and the other members 36,000 euro per year. A fee payable for each meeting of the Board and its committees will be for the members residing in Finland 600 euro, the members residing in rest of Europe 1,200 euro and the members residing outside Europe 2,400 euro. Travel expenses are paid according to Kemira's travel policy.
In addition, the Annual General Meeting decided that the annual fee be paid as a combination of the company's shares and cash in such a manner that 40% of the annual fee is paid with the company's shares owned by the company or, if this is not possible, shares purchased from the market, and 60% is paid in cash. The shares will be transferred to the members of the Board of Directors and, if necessary, acquired directly on behalf of the members of the Board of Directors within two weeks from the release of Kemira's interim report January 1 - March 31, 2012.
The meeting fees are to be paid in cash.
Election and remuneration of the auditor
Deloitte & Touche Ltd. was elected as the Company's auditor APA Jukka Vattulainen acting as the principal auditor. The Auditor's fees will be paid against an invoice approved by Kemira.
Amendment of Article 5 and Article 13 of the Articles of Association
Article 5 and Article 13 of the current Articles of Association were amended as follows.
Article 5
The following sentence was deleted: "A person who has reached the age of 68 at the time of the election, cannot be elected as member of the Board."
Article 5 thus reads as follows:
"The Board of Directors, elected by the general meeting of shareholders, shall comprise a minimum of four and a maximum of eight members. The general meeting of shareholders shall elect a Chairman and a Vice Chairman from among the Board members. The term of office of a Board member shall terminate at the close of the Annual General Meeting following the election."
Article 13
The way of giving notice to the general meeting of shareholders was changed so that instead of publishing an announcement in at least two nationwide newspapers, the notice will be released in the company's website and, if so decided by the Board of Directors, by publishing an announcement in one nationwide newspaper. Additionally, the reference to the shareholder communication was deleted.
Article 13 thus reads as follows:
"Notice to the general meeting of shareholders shall be released in the company's website no earlier than two months and no later than three weeks before the general meeting of shareholders, however, at least nine days before the record date of the general meeting of shareholders. Additionally, if so decided by the Board of Directors, the company may within the same time frame publish the notice to the general meeting of shareholders in one nationwide newspaper."
Authorization to decide on the repurchase of the Company's own shares
The Annual General Meeting authorized the Board of Directors to decide upon repurchase of a maximum of 4,500,000 Company's own shares.
Shares will be repurchased by using unrestricted equity either through a tender offer with equal terms to all shareholders at a price determined by the Board of Directors or otherwise than in proportion to the existing shareholdings of the Company's shareholders in public trading on the NASDAQ OMX Helsinki Ltd (the "Helsinki Stock Exchange") at the market price quoted at the time of the repurchase.
The price paid for the shares repurchased through a tender offer under the authorization shall be based on the market price of the company's shares in public trading. The minimum price to be paid would be the lowest market price of the share quoted in public trading during the authorization period and the maximum price the highest market price quoted during the authorization period.
Shares shall be acquired and paid for in accordance with the Rules of the Helsinki Stock Exchange and Euroclear Finland Ltd.
Shares may be repurchased to be used in implementing or financing mergers and acquisitions, developing the Company's capital structure, improving the liquidity of the Company's shares or to be used for the payment of the annual fee payable to the members of the Board of Directors or implementing the Company's share-based incentive plans. In order to realize the aforementioned purposes, the shares acquired may be retained, transferred further or cancelled by the Company.
The Board of Directors will decide upon other terms related to share repurchase.
The share repurchase authorization is valid until the end of the next Annual General Meeting.
Authorization to decide on share issues
The Annual General Meeting authorized the Board of Directors to decide to issue a maximum of 15,600,000 new shares and/or transfer a maximum of 7,800,000 Company's own shares held by the Company.
The new shares may be issued and the Company's own shares held by the Company may be transferred either for consideration or without consideration.
The new shares may be issued and the Company's own shares held by the Company may be transferred to the Company's shareholders in proportion to their current shareholdings in the Company, or by disapplying the shareholders' pre-emption right, through a directed share issue, if the Company has a weighty financial reason to do so, such as financing or implementing mergers and acquisitions, developing the capital structure of the Company, improving the liquidity of the Company's shares or if this is justified for the payment of the annual fee payable to the members of the Board of Directors or implementing the Company's share-based incentive plans. The directed share issue may be carried out without consideration only in connection with the implementation of the Company's share-based incentive plan.
The subscription price of new shares shall be recorded to the invested unrestricted equity reserves. The consideration payable for Company's own shares shall be recorded to the invested unrestricted equity reserves.
The Board of Directors will decide upon other terms related to the share issues.
The share issue authorization is valid until May 31, 2013.
The establishment of the Nomination Board
The Annual General Meeting decided to establish a Nomination Board as follows:
1. The Annual General Meeting decided to establish a Nomination Board comprising of the shareholders or the representatives of the shareholders to prepare annually proposals concerning the composition and remuneration of the Board of Directors for the next Annual General Meeting.
2. The tasks of the Nomination Board are annually
a. preparation of the proposal for the Annual General Meeting concerning the composition of the Board of Directors;
b. preparation of the proposal for the Annual General Meeting concerning the remuneration of the Board of Directors;
c. identification of successor candidates for the members of the Board of Directors; and
d. presentation of the proposal concerning the composition and remuneration of the Board of Directors to the Annual General Meeting.
3. The Nomination Board shall consist of the four largest shareholders or the representatives of such shareholders and the Chairman of the Board of Directors of Kemira Oyj acting as an expert member. The four shareholders having the most voting rights on August 31 preceding the Annual General Meeting according to the company's shareholders' register maintained by Euroclear Finland Ltd, shall have a right to appoint a member to the Nomination Board. In case a shareholder, who has a duty to disclose certain ownership changes based on the Securities Market Act (disclosure obligation of holdings), presents no later than on August 30 preceding the Annual General Meeting a written demand to the Board of Directors of the company concerning the matter, the shareholdings of such shareholder which are registered in several funds or registers shall be summed up when calculating the voting rights of such shareholder. In case a shareholder does not wish to use his right to appoint a member to the Nomination Board, such right will pass on to the shareholder who according to the shareholder register is the next largest shareholder and who otherwise would not have the appointment right.
4. The Nomination Board shall be convened by the Chairman of the Board of Directors. The Nomination Board shall elect a Chairman among its members.
5. The Nomination Board shall deliver its proposal to the Board of Directors no later than on February 1 preceding the Annual General Meeting.
According to the view of the Board of Directors, it is in the best interest of the company and its shareholders that the biggest shareholders participate in preparing nomination and compensation issues related to the Board of Directors.