Demerger Plan signed by Orion's Board of Directors

The Board of Directors of Orion Corporation signed the Demerger Plan of the company at its meeting on
7 November 2005. The plan includes the proposals by the Board to the Extraordinary General Meeting of the Shareholders on 19 December 2005 concerning the following issues, among others: 

 

-  the corporate names, the Articles of Association, the way of electing the boards and the auditors for the recipient companies, as well as their share capitals

-  demerger consideration to the shareholders, as well as the timing of the demerger

-  the transfer of the assets and liabilities of the demerging parent company to the new companies.

 

 

On 12 December 2005, a Demerger Prospectus will be published, which includes descriptions of the new companies, their balance sheets and financial information carved-out from Orion's financial statements, as well as other details of the proposed demerger. 

 

In addition to the Demerger Plan announced with this stock exchange release, Orion announces today in separate releases the matters to be handled at the Extraordinary Shareholders' Meeting on 19 December 2005, as well as the conditional changes decided by the Board of Directors on 7 November 2005 to be made in the terms of the company's Stock Option Plan 2001.

 

The Demerger Plan, the proposed Articles of Association of New Orion Corporation and Oriola-KD Corporation, and the estimated division of the Balance Sheet of the demerging parent company Orion Corporation as per 30 September 2005  between the two recipient companies are provided as attachments to this stock exchange release. The full set of the Demerger Plan documentation will be available at Orion's Headquarters as well as on the homepage www.orion.fi/investors, as of 18 November 2005.

 

 

Orion Corporation

 

 

 

Jukka Viinanen                                        Jari Karlson

President and CEO                                  CFO

 

 

Jukka Viinanen, President and CEO, Orion Corporation, phone +358 10 429 3710                   

Jari Karlson, CFO, Orion Group, phone +358 10 429 2883, gsm +358 50 429 2883