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 SLIDE PRESENTATION WAS USED BY STORA ENSO OYJ ON
AUGUST 18, 2000 AT ITS EXTRAORDINARY GENERAL SHAREHOLDERS MEETING.
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Slide 1
STORA ENSO LOGO
[Omitted from this and
all subsequent pages]
ACQUISITION OF CONSOLIDATED PAPERS
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Slide 2
Cautionary statement
We urge you to read the Proxy Statement/Prospectus, which Stora Enso Oyj has
filed with the Securities Exchange Commission as part of a Registration
Statement, because it contains important information. The Joint 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 Oyj. You may obtain a free
copy of the Proxy Statement/Prospectus and other documents filed by Consolidated
Papers (as well as certain documents filed by Stora Enso Oyj) with the
Commission at the Commission's web site at www.sec.gov. Stora Enso's
Registration Statement on Form F-4 (File No. 333-12342) may also be obtained
from the Commission's public reference room located at 450 Fifth Street, NW,
Washington, D.C. 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,
may also be obtained from Stora Enso Oyj 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.
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slide 3
Why Consolidated Papers?
o Excellent product match in fastest-growing paper grades
o Leading market positions in core grades
o Long-standing and high-quality customer base
o Excellent sales and marketing network and market reputation in United
States and Canada
o Extensive coated paper experience
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slide 4
Consolidated Papers Jan-June 2000
Sales, USD million 990.3
Operating profit, USD million 121.6
Operating profit, % 12.3
Shareholders' equity, USD million 1,354.1
Capacity: Total 2 million t/a of graphical papers
Coated mechanical 950,000
Coated woodfree 700,000
SC paper 200,000
Specialty papers 150,000
Also owns and manages kraft pulp mills and forests
Number of employees 6,800
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slide 5
Stora Enso's Leading Position in Europe
[Pie Charts Reflecting the Following Information:
Coated Woodfree
15% (Total European Capacity 10.0 million tonnes/a)
Coated Mechanical
20% (Total European Capacity 8.9 million tonnes/a)
Uncoated Mechanical Incl. SC
21% (Total European Capacity 5.8 million m tonnes/a)]
Source: Jaakko Poyry
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slide 6
Now a Leader in North America
[Pie Charts Reflecting the Following Information:
Coated Woodfree
13% (Total North American Capacity 5.6 million tonnes/a)
Coated Mechanical
19% (Total North American Capacity 5.2 million tonnes/a)
Uncoated Mechanical Incl. SC
11% (Total North American Capacity 5.0 million tonnes/a)]
Source: Jaakko Poyry
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slide 7
Estimated Financial Synergies
2001 - 2002
USD million 2001 2002
--------------------------------------------------------------------------------
o Best practices 50 60
- production efficiency
- cost savings
o Optimization of sales and logistics 30 40
- access to best distribution channels in USA
- European imports and Port Hawkesbury
o Purchasing 10 10
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90 110
Based on initial estimates and due diligence
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slide 8
Consolidated Papers cost saving programme
Estimated
USD million Impact 2000
--------------------------------------------------------------------------------
Material substitution and reductions 33
Improved productivity 20
Staffing 17
Price reductions (purchased materials) 12
Energy and effluent reductions 10
Other 8
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Total 100
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slide 9
North American Division
o Organization announced and top management appointed on 8 August.
o Annual sales: USD 2.4 billion
Production capacity: 2.7 million tonnes
Employees: 7,600
o Currently focus on integration of Stora Enso's and Consolidated Papers'
businesses.
-- A flying start once the deal is closed.
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slide 10
STORA ENSO CONSOLIDATED PAPERS INCLUDED
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slide 11
Stora Enso Consolidated Papers included
o Sales about 12 billion euros
o Production capacity 15.3 million tonnes of paper and board annually
o 5 million m3 of sawn goods
o About 45,000 employees
o Listed on the Helsinki, New York and Stockholm stock exchanges
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slide 12
Sales
[Pie Chart Reflecting the Following Information:
Magazine Paper 22%
Newsprint 13%
Fine Paper 23%
Packaging Boards 18%
Timber 9%
Pulp 7%
Others 8%]
EUR 12.0 billion
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slide 13
Paper and board capacity by country
[Pie Chart Reflecting the Following Information:
Finland 35%
Sweden 24%
North America 17%
Germany 15%
Other Europe 8%
Asia 1%]
Total Capacity 15.3 million tons
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slide 14
Estimated largest shareholders in Stora Enso Consolidated Papers included
if 165 million shares issued % of shares % of votes
--------------------------------------------------------------------------------
1. Finnish State 15 23
2. Investor AB 9 23
3. Robur 6 2
4. Mead Voting Trust beneficiaries, collectively* 6 2
5. Franklin Resources Inc. 4 2
6. Social Insurance Institution of Finland 3 9
7. Sampo-Varma Group 2 7
8. Fourth General Pension Fund 2 3
9. Sanford C. Bernstein (Asset Mgmt.) 1 1
10.SPP Insurance Company 1 0.3
*) Shares held in trust will be distributed to beneficiaries at the time of
the merger
Assumes 50%/50% cash/share distribution for all shareholders
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slide 15
Future Financial Targets and Policies
Remain Unchanged
o Profitability
- target ROCE 13% over the cycle (current WACC 9%)
o Financial structure
- debt/equity ~ 0.8, in 2000
o Share buy back programme (5%, about EUR 400 million)
o Dividend policy
- 1/3 of net profit over the cycle
o Emphasis on growth: M&A's
-- Long term creation of shareholder value
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slide 16
TERMS OF THE TRANSACTION
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slide 17
The value of Consolidated Papers
o Calculations are based upon
- historic market capitalization
- cash flow using several different methods
o Calculations have taken into consideration
- USD 110 million synergy benefits
- USD 100 million cost savings in Consolidated Papers
o Future profits have been forecast through a technical and financial
analysis of the current condition, future potential and production
structure of its production facilities and equipment.
o The experts consulted
- Jaakko Poyry Consulting
- Investment bank Salomon Smith Barney Inc.
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slide 18
Terms of Transaction
Collar
[Chart Illustrating changes in Value of CPI's Shares (in USD million) on the
vertical axis and changes in the market price of Stora Enso Series R shares (in
EUR) on the horizontal axis. The chart reflects that (a) the market price of
12.15 USD/per Stora Enso Series R share would result in the issuance of 165.3
million shares and the price of 16.43 USD would result in the issuance of 122.3
million shares, (b) the Value of CPI's Shares would not change if the market
price of Stora Enso Series R shares remains between 12.15 USD and 16.43 USD, (c)
the Value of CPI's Shares would decrease as the market price of Stora Enso
Series R shares falls below 12.15 USD and (d) the Value of CPI's Shares would
rise as the market price of Stora Enso Series R shares rises above 16.43 USD.]
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slide 19
Acquisition price of
Consolidated Papers
USD million EUR million
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Paid in Cash 2,009 2,210
Paid as ADRs 1,533 1,687
Options to be converted 64 71
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Total acquisition price 3,607 3,968
USD EUR
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Average price per share 39.49 43.45
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slide 20
STORAENSO LOGO - Omitted
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slide 21
Terms of the share issue
1. Subscription
o The share capital is increased by not less than 204,000,000 euros and not
more than 340,000,000 euros.
o Not less than 120,000,000 and not more than 200,000,000 Series R-shares are
issued, each with a counter value of 1.70 euros
- 165,000,000 shares in exchange of Consolidated Papers' shares.
- 10,000,000 shares for conversion of the current Consolidated Papers'
option schemes.
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slide 22
Terms of the share issue
o The shares are issued for subscription to Consolidated Papers'
shareholders.
o The number of shares offered is determined in accordance with the merger
agreement and the tax opinions according to which 50% of the consideration
is offered in the form of cash and 50% Stora Enso shares.
o The final number of shares to be issued depends on the following:
- the average share price before the consummation of the transaction
allocation of the election between cash and shares
- tax opinions to be given to the Consolidated Papers' shareholders
o The final distribution between the shares and the cash will be determined
on the basis of the above at the time of the consummation of the
transaction.
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slide 23
Terms of the share issue
2. Dividend and other rights
o The new shares are entitled to the full dividend for the accounting period
beginning on 1.1.2000 and to other shareholder rights as of the
registration of the share capital increase in the Finnish trade register.
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slide 24
Terms of share issue
3. Other matters
o The Board of Directors is authorized to decide on any other matters
pertaining to the share capital increase and to practical matters resulting
therefrom.
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slide 25
Derogation from shareholders'
pre-emptive subscription rights
o The share issue forms part of the acquisition in which Consolidated Papers
is to be merged into Stora Enso's wholly-owned subsidiary Stora Enso
Acquisition Inc.
o The newly issued shares will enable Stora Enso to maintain its current
capital structure despite the large amount of capital needed for the
acquisition
o Stora Enso is offering its own Series R shares for subscription as payment
to Consolidated Papers shareholders
o This would enable Consolidated Papers' shareholders to eliminate their tax
liability on the shares received in the transaction and thus increases the
acceptability of the offer
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slide 26
[StoraEnso Logo - OMITTED]
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slide 27
Terms of issuing stock options
o Maximum total of 10,000,000 new Stora Enso Series R-shares, in one or more
instalments
o The authorisation is valid for one year after the Meeting of Shareholders
granting the authorisation
Derogation from shareholders'
pre-emptive subscription rights
o Consolidated Papers' option schemes are to be converted into options on
Stora Enso ADRs
o Goal is to increase the commitment of Consolidated Papers' key personnel to
the best interests of Stora Enso
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slide 28
[STORAENSO LOGO - OMITTED]
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slide 29
The proposed section 5
The Board of Directors shall consist of not less than six (6) and not more than
eleven (11) ordinary members.
The Board of Directors shall elect one of its members chairman and one of its
members vice chairman.
The term of office of a member of the Board of Directors shall expire at the end
of the following Annual General Meeting of Shareholders.
The Board of Directors shall appoint the Chief Executive Officer and the
Executive Vice President, who shall also act as Deputy Chief Executive Officer
of the Company as well as other senior managers.
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slide 30
[STORAENSO LOGO - OMITTED]
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slide 31
Curriculum vitae
George W. Mead
Chairman of the Board of Consolidated Papers, Inc.
Date and Place of Birth October 11, 1927 - Milwaukee, Wisconsin
Education Hotchkiss School - 1946
Yale University, B.S. - 1950
Institute of Paper Chemistry, M.S. - 1952
Business Experience Consolidated Papers, Inc.
Chemical Engineer - 1952-54
Chief, Pulping Research Group - 1954-55
Assistant Production Manager,
Winconsin Rapids Division - 1955-56
Production Manager,
Winconsin Rapids Division - 1956-59
Product Coordinator - 1959-61
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slide 32
Curriculum vitae
Business Experience Consolidated Papers, Inc.
Quality Manager, Publication Grades - 1961-62 Vice
President, Operations - 1962-66 Director - 1963-
President & Chief Executive Officer - 1966-71
Chairman of the Board - 1971-79
Chairman and Chief Executive Officer - 1979-93
Chairman of the Board - 1993- George Mead is on
the board of directors of several other
corporations, including Snap-on Tools Corporation
and Thiele Kaolin.
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slide 33
[STORAENSO LOGO - OMITTED]
