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 Press Release]
NUMBER OF SHARES OF THE COMBINED COMPANY CHAMPION INTERNATIONAL
WILL BE
APPROXIMATELY 472 MILLION SHARES
The amount of fully diluted shares as per 14 February, 2000 of Champion
International Corporation was approximately 100 million shares. In case all the
shares are exchanged into UPM-Kymmene Corporation's ordinary shares, the number
of new shares to be issued in exchange would be 199 million shares. The total
fully diluted number of the new Champion International shares will be
approximately 472 million. After the exchange, UPM-Kymmene shareholders will
hold 58% of the new company and Champion International shareholders 42%.
Impact of pooling on treasury shares:
To qualify for pooling treatment in conformity with U.S GAAP, UPM-Kymmene should
sell to the market due to repurchases of its own stock approximately 3 million
ordinary shares. These shares have been included in the above total number of
shares. UPM-Kymmene's management plans to propose to the extraordinary
shareholders meeting that the remainder of the UPM-Kymmene shares currently held
in treasury approximately 4.5 million shares be canceled.
Authority to buy back shares:
The authorization granted by the Annual General Meeting on 23 March, 1999 to buy
back shares will expire on 23 March, 2000. UPM-Kymmene does not intend to
utilize the remaining authority to buy back additional 5.7 million shares
pursuant to such authorization.
This press release contains 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 this press release. 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 this press
release.
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.
# # #
UPM-Kymmene Corporation
Corporate Communications
22 February, 2000
