Filed by UPM-Kymmene Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Act of 1934
Subject Company: Champion International Corporation
Commission File No.: 001-03053
[UPM-Kymmene Letter to Employees]
On behalf of Mr Haussila
Sini Paloheimo
UPM-Kymmene Corporation
Corporate Communications
Dear employee,
UPM-Kymmene and Champion have entered into a merger agreement to create Champion
International, a global leader in forest products. The merger has further to be
approved by the respective companies' shareholders meetings which are planned to
be held in the month of May. By combining two world-class organization we are
creating an outstanding platform to build and benefit from UPM-Kymmene's and
Champion's leadership position in forest products worldwide. UPM-Kymmene is a
leader in forest industry in Europe, and Champion has leadership positions in
the United States, Brazil and Canada.
We will now create something new and unique. There is more than 50,000 of us,
with different nationalities and backgrounds. Together we will create not only a
bigger but a better and stronger company.
For UPM-Kymmene this is a logical step and in line with our strategies defined
four years ago to further expand in North America. For Champion employees this
means a more global working environment with new opportunities.
In Champion International we will build on the principle of best practices in
the new organization. To manage this new, big company is an enormous challenge
for our management's skills in leadership and communication.
Champion International aims to be the preferred employer. Common targets for the
group and its employees are achieved through equal opportunity and open
communications encouraging initiative and personal development. We will treat
our employees fairly and equitably throughout the world recognizing regional
differences, cultures and global opportunities.
Trust will be the cornerstone of our new working practices. We know that all our
employees want to do their best. The company's duty is to build up a working
spirit where everyone enjoys his or her work and wants to develop together with
our company.
Together we can make our objectives to be the preferred choice for our customers
and build up a success story of a premier, truly global forest products company.
It means hard work, over and over again but that's what we are used to. Let's do
it!
Juha Niemela Richard E. Olson
President and CEO Chairman and CEO
UPM-Kymmene Champion International
UPM-Kymmene
Corporate Communications
February 18, 2000
These materials contain certain statements that are neither reported financial
results nor other historical information. These statements are forward-looking
statements within the meaning of the safe-harbor provisions of the U.S. federal
securities laws. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' ability to
control or estimate precisely, such as future market conditions, the behavior of
other market participants and the actions of governmental regulators. These and
other risk factors are detailed in the two companies' SEC reports. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of these materials. The companies do not undertake any
obligation to publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date of these materials.
Investors and security holders are advised to read the joint proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information, when it becomes available, because it will contain
important information. Such joint proxy statement/prospectus will be filed with
the Securities and Exchange Commission by UPM-Kymmene and Champion
International. Investors and security holders may obtain a free copy of the
joint proxy statement/ prospectus (when available) and other related documents
filed by UPM-Kymmene and Champion International at the Commission's website at
www.sec.gov. The joint proxy statement/prospectus and the other documents may
also be obtained from UPM-Kymmene by contacting UPM-Kymmene, Attn: Reko
Aalto-Setala, Etelaesplanadi 2, FIN-00101 Helsinki, Finland, and/or Champion
International by contacting Champion International, Attn: Tom Hart, One Champion
Plaza, Stamford, Connecticut 06921.
Champion International, its directors, executive officers and certain other
members of Champion International management and employees may be soliciting
proxies from Champion International shareholders in favor of the merger.
Information concerning the participants will be set forth in the joint proxy
statement/prospectus when it is filed with the Securities and Exchange
Commission.
