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 issued 5:43 pm May 12, 2000]
UPM-KYMMENE WITHDRAWS
FROM CHAMPION DEAL
Helsinki, Finland, (May 12, 2000) UPM-Kymmene Corporation (Helsinki Stock
Exchange: UPM1V; NYSE: UPM) announced today that its board of directors has
decided not to make a new offer for all Champion International's (NYSE: CHA)
outstanding shares.
After International Paper's unsolicited offer it has become clear that the
merger of Champion International and UPM-Kymmene cannot be carried out at a
price level acceptable to UPM-Kymmene shareholders, says Mr Juha Niemela,
President and Chief Executive Officer of UPM-Kymmene.
UPM-Kymmene's market positions are strong and profitability is good. Therefore,
UPM-Kymmene is capable to be an active player in the consolidation process of
forest industry. Champion would have been a good match for UPM-Kymmene. However,
the termination of the planned acquisition does not change UPM-Kymmene's
strategy: our primary objective is to be one of the world's leading forest
products companies, adds Mr Niemela.
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.
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.
