Filed by Stora Enso Oyj
Pursuant to Rule 425 under the
Securities Act of 1933 deemed filed
pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Consolidated Papers, Inc.
Commission File No. 001-11359
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, currency
fluctuations, the behavior of other market participants and the actions of
governmental regulators. These and other risk factors are detailed in
Consolidated Papers' 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. Stora Enso does not undertake any obligations 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 proxy statement/
prospectus regarding the business combination transaction between Stora Enso and
Consolidated Papers, when it becomes available, because it will contain
important information. The proxy statement/prospectus will be filed with the
Securities and Exchange Commission by Stora Enso and Consolidated Papers.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when available) and other related documents filed by Stora
Enso and Consolidated Papers at the Commission's website at www.sec.gov.
When available, the proxy statement/prospectus and the other documents may also
be obtained from Consolidated Papers by contacting Consolidated Papers, Attn:
Tim Laatsch, Corporate Communications, 231 First Avenue North, Wisconsin Rapids,
Wisconsin, 52295-8050
and/or Stora Enso, Attn: Maija Harso, Investor Relations, Kanavaranta 1, P.O.
Box 309, FIN-00101 Helsinki, Finland.
Consolidated Papers, 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 merger. Information concerning
the participants will be set forth in the proxy statement/prospectus when it is
filed with the Securities and Exchange Commission.
You may obtain additional information by logging on to the following websites:
www.storaenso.com
www.storaenso.com/investors
www.consolidatedpapers.com
THE FOLLOWING IS AN INTERVIEW WITH JUKKA HARMALA, CHIEF EXECUTIVE OFFICER OF
STORA ENSO, THAT WAS PUBLISHED IN THE MILWAUKEE JOURNAL SENTINEL ON JULY 2,
2000:
Stora Enso chief finds no surprises on Consolidated tour Customers attest to
firm's strong reputation, he says.
Wisconsin Rapids - Jukka Harmala was characteristically stoic. He showed no
signs of weariness despite 12 hours of factory tours and management meetings. He
did not appear to be rushed, though he still had several appointments awaiting.
Harmala, 53, chief executive officer of Finland-based Stora Enso Oyj, came here
last week to kick the tires of Consolidated Papers Inc., for which his company
has agreed to pay more than $4 billion in cash and stock.
With Consolidated - the largest papermaker still based in Wisconsin - Stora Enso
will firm up its spot as the world's No. 2 producer of paper - a far cry from
where the company was when Harmala took over in 1991: unprofitable and only the
third-largest in Finland.
With final approval of the Consolidated-Stora Enso merger expected next month,
the companies still technically are competitors, limiting what Harmala could
learn or say. But he took time from his whirlwind, 48-hour, seven-city tour of
Consolidated to speak with Milwaukee Journal Sentinel reporter Joel Dresang
about the companies, the industry and Stora Enso stock, which is down 29% since
the deal was announced in February.
Q: Based on the tours that you've had and the meetings that you've had so far,
what are some of your impressions of Consolidated, and specifically what have
you learned in these past couple of days that you didn't know before?
A: Well, there are no real sur-
prises, actually. Of course, I've been talking a lot to the people, my people
who have been over here. As you know, we have a team who's been working on how
to start the cooperation once the legal framework is in place, and has done a
good lot of paperwork on this as well.
But probably the positive thing is that - now that I've been listening to people
and looking at the mills - is the dedication to improve the operations,
something I think we have to be ready for always.
Then the other element, which I've heard directly from a good many overlapping
customers we have, is the reputation of the company - by quality and by customer
service. That we did know in advance, but when it comes from the horse's mouth,
the way our customers have been expressing it, this is something which
definitely has been pleasing me.
Q: What are some of the differences that you can point out so far between how
Stora Enso and how Consolidated operate?
A: Well, these companies of course are pretty much different companies. Stora
Enso is more diversified and highly international. Consolidated Papers has been
very focused, which of course is a good thing as such, and operating mainly
within the borders of the United States.
And I would assume that this way of starting from different perspectives, when
it comes to the business, in a way, it must be a very good complementing
starting point. Even today, we've been advocating quite a lot of what we call
the internal benchmarking, and that will definitely bring about a good many
positive things.
And bear in mind it's always a two-way street. Both parties are to learn from
each other.
Q: Most of the Consolidated unions have settled in recent months on six-year
contracts with the company. And recently the paper workers in Finland reached a
three-year agreement after the nationwide strike. Is there a preference that the
company has as to long-term contracts vs. short-term contracts?
A: No. I dare not to comment on the labor relations.
The overriding principle of Stora Enso has been to be a local citizen. In other
words, in each of the countries these labor-related issues are very, very
different from each other. And I guess it's difficult, if not impossible, to
apply these labor market systems from one country to another. Of course, there
are certain corporate principles, say, some general ideas or policies to
introduce. Consolidated, they do have their own systems, which I think we can
pretty well say that they are in accordance with the very general principles of
what Stora Enso has.
But really, to go copying all these things from one country to another, it
doesn't work.
Q: One concern that I hear from some workers is that with the merger some of the
older and less efficient equipment will be shut down. Is there any sort of a
corporate policy as far as that's concerned?
A: Well, the overriding principle is profitability, positive cash flow being the
lowest benchmark. And of course, bearing in mind always, the future prospects of
markets are changing. They're volatile. But again, taking a bit wider
perspective, in a big group, you might even find a new task for a machine which
has not been profitable and has had difficulties in finding a kind of a natural
role in a small family.
I'm not referring to any of the present machines of Consolidated, of course,
only a principle which we've been finding out from previous mergers.
Q: Do you have a vision as to how many papermaking companies there will be in
the world?
A: I think we are going to see two categories. This is my vision, has been a
long time. There will be a few, a very limited number of very global players.
Whatever number, I don't know, that's not an important issue - but a limited
number of global players.
Then of course there are these smaller local niche players. I think there is
room for those. But being somewhere in the middle, it's going to be pretty
tough. One of the driving forces for this consolidation of the industry actually
comes from the customer base. . . . The customers do want to source their paper
with big players who can provide them with paper locally and yet they operate
globally. And simultaneously, this R&D element, which is very important, is
something normally a strong company is able to make.
Q: With the merger, Stora Enso will have many shareholders here in Wisconsin.
How do you explain to them why they shouldn't worry about the stock performance
of Stora Enso since the merger announcement?
A: Well, I think we've been pretty much following the overall development of
paper stocks. Why have they been falling this much? Well, you've had the same
phenomenon here in North America, in U.S., as what has been the case in Europe.
It has most probably been a cycle-related issue. And so it's pretty much of a
relative question: What would have happened for the Consolidated shares had the
company been not involved in this merger? On the other hand, I only quote what
(Consolidated Chairman) George Mead has been saying. Is it not better to be a 15
percent shareholder of the new entity, to be a 15 percent shareholder over a
much bigger global company with all the prospects in front? Hopefully, also, our
shares would go up one day.
To my mind, the Consolidated shareholders have not done a bad deal.
