Filed by Stora Enso Oyj
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Consolidated Papers, Inc.
Commission File No. 001-11359
The following press release was issued by Consolidated Papers, Inc. on
August 30, 2000.
Consolidated Papers Shareholders Approve Merger with Stora Enso
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WISCONSIN RAPIDS, Wis. - Consolidated Papers, Inc. (NYSE: CDP) announced today
that its shareholders approved the merger of Consolidated Papers with a
subsidiary of Stora Enso Oyj. The merger is scheduled to close tomorrow,
Thursday, August 31, 2000.
Holders of Consolidated Papers shares have the right to elect to receive either
$44.00 in cash or 3.621 Stora Enso American Depositary Shares (ADSs), each
representing one Stora Enso Series R share, for each Consolidated Papers share
they hold at the effective time of the merger. Shareholder elections are subject
to proration as described in the Proxy Statement/Prospectus, dated July 26,
2000, mailed to Consolidated shareholders in connection with the shareholder
meeting.
Election and transmittal forms, together with the applicable Consolidated Papers
share certificates, must be received by Citibank, N.A., the exchange agent for
the merger, by 5:00 p.m. New York City time on Friday, September 8, 2000.
Consolidated Papers shareholders who do not submit an election and transmittal
form with their Consolidated Papers share certificates by the deadline will
receive an amount in cash and/or a number of Stora Enso American Depositary
Shares determined in the manner described in the Proxy Statement/Prospectus.
Stora Enso will announce by news release on Monday, September 11, 2000, the
number of Consolidated shares for which cash and ADS elections were received and
the proration factor, if any, to be applied to such elections. The news release
also will describe the consideration to be paid in respect of Consolidated
shares as to which no election was received prior to the election deadline. No
fractional Stora Enso ADSs will be issued in the merger. Consolidated
shareholders who would otherwise have been entitled to receive a fraction of an
ADS will receive a cash payment as described in the Proxy Statement/Prospectus.
Stora Enso ADSs will begin regular trading on the New York Stock Exchange on
Wednesday, September 13, 2000, instead of September 12, which had been
previously announced. The trading symbol will be SEO.
Consolidated Papers has retained Georgeson Shareholder Communications Inc. as
information agent to assist shareholders in the merger. Shareholders may call
them at (800) 223-2064 (toll free) in the United States or Canada or, for banks,
brokers and persons outside the United States or Canada, at (212) 440-9800
(collect) to request additional copies of the Proxy Statement/Prospectus or
other documents and to ask any questions about the merger. If you have questions
as to how to make an election as to the form of consideration you would like to
receive in the merger, call Citibank, N.A., the exchange agent, at (800)
308-7887.
For more information, read the Proxy Statement/Prospectus dated July 26, 2000,
which Stora Enso has filed with the Securities and Exchange Commission as part
of a Registration Statement, because it contains important information. The
Proxy Statement/Prospectus was sent on or about July 28, 2000, to stockholders
of Consolidated Papers, Inc. seeking their approval of the proposed merger of
Consolidated Papers with a subsidiary of Stora Enso. Free copies of the Proxy
Statement/Prospectus and other documents filed by Consolidated Papers (as well
as certain documents filed by Stora Enso) with the Commission can be obtained at
the Commission's Web site at http://www.sec.gov. Stora Enso's Registration
Statement on Form F-4 (File No. 333-12342) also may be obtained from the
Commission's public reference room located at 450 Fifth Street, NW, Washington,
DC 20549, or at one of the Commission's other public reference rooms in New
York, New York, and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. The Registration Statement,
including documents incorporated by reference therein, also may be obtained from
Stora Enso by contacting Stora Enso Oyj, Attention: Maija Harsu, Investor
Relations, Kanavaranta 1, P.O. Box 309, FIN-00101 Helsinki, Finland, and/or
Consolidated Papers, Inc. by contacting Consolidated Papers, Inc., Attention:
Tim Laatsch, Corporate Communications, 231 First Avenue North, P.O. Box 8050,
Wisconsin Rapids, Wisconsin 54495-8050. Consolidated Papers, Inc., its
directors, executive officers and certain other members of Consolidated Papers
management and employees may be soliciting proxies from Consolidated Papers
shareholders in favor of the transaction. Information concerning the
participants is set forth in the Proxy Statement/Prospectus.
Consolidated Papers, Inc. is one of North America's largest producers of coated
and supercalendered printing papers for the printing and publishing industries.
In addition, the company is one of the leading producers of specialty papers and
manufactures paperboard and paperboard products.
Stora Enso Oyj, domiciled in Finland, is one of the world's leading forest
product companies. Core businesses include magazine papers, newsprint, fine
papers and packaging boards. In these product areas, Stora Enso holds a leading
global market position. Stora Enso also conducts extensive sawmilling
operations. To learn more about Stora Enso, visit the company's Web site at
http://www.storaenso.com.
