UPM has decided to complete the partial demerger of UPM-Kymmene Corporation; The Finnish Financial Supervisory Authority has approved a supplement to WISA Group Plc's demerger and listing prospectus
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UPM-Kymmene Oyj28 Oct, 2026, 11:32 GMT
UPM-Kymmene Corporation Stock Exchange Release (Other information disclosed according to the rules of the exchange) October 28, 2026 at 13:00 EET
HELSINKI, Oct. 28, 2026 /PRNewswire/ -- The Board of Directors of UPM-Kymmene Corporation ("UPM") has today decided to notify the Finnish Trade Register of the completion of UPM's partial demerger (the "Demerger") so that the completion of the Demerger would be registered on October 31, 2026. On April 29, 2026, UPM announced the approval of the demerger plan for the Demerger (the "Demerger Plan"). According to the Demerger Plan, all assets and liabilities of UPM relating to the UPM Plywood business area, or mainly serving the UPM Plywood business area, are transferred to WISA Group Plc ("WISA Group"), which will be established in the Demerger. UPM's Extraordinary General Meeting held on August 31, 2026 decided on the Demerger in accordance with the Demerger Plan.
As previously announced, UPM filed on October 22, 2026 a listing application with Nasdaq Helsinki Ltd ("Nasdaq Helsinki") for the admission to trading of WISA Group's shares on the regulated market of Nasdaq Helsinki. Trading in WISA Group's shares is expected to commence on or about November 2, 2026, under the trading code "WISA". The ISIN code of WISA Group's shares will be FI4000603345. In connection with the completion of the Demerger, the new ISIN code for UPM's shares will be FI4000603337 and the share trading code will continue to be "UPM".
The Finnish Financial Supervisory Authority has also today, October 28, 2026, approved a supplement to the Finnish language demerger and listing prospectus concerning the Demerger and application of the shares of WISA Group to be admitted for trading on the regulated market of Nasdaq Helsinki. UPM will publish the supplement to the prospectus on behalf of WISA Group. The supplement relates to WISA Group's unaudited carve-out financial information as at and for the nine months ended September 30, 2026, WISA Group's guidance and outlook, and certain technical amendments. The Finnish-language supplement and its unofficial English translation will be available, together with the previously published demerger and listing prospectus and its unofficial English translation, as of October 28, 2026, at www.upm.fi/jakautuminen and www.upm.com/demerger.
In connection with the completion of the Demerger, UPM's shareholders will receive one new share in WISA Group for each share they own in UPM as demerger consideration (the "Demerger Consideration Shares"). No demerger consideration will be issued to the treasury shares in UPM's possession. The total number of shares in WISA Group to be issued as demerger consideration is expected to be 527,324,046 shares, based on the number of shares issued in UPM, excluding the treasury shares. The shares in WISA Group will be registered in the book-entry accounts of UPM's shareholders on or about November 2, 2026. The Demerger will have no impact on the number of shares in UPM.
Provided that the completion of the Demerger is registered with the Finnish Trade Register on October 31, 2026, a trade in UPM's shares made on the stock exchange on October 30, 2026, at the latest entitles to receive Demerger Consideration Shares. All trades in UPM's shares made on or before October 30, 2026, that have not been settled by that date will be settled so that investors who have acquired shares in UPM by such trades will receive shares in both UPM and WISA Group at settlement.
Following the completion of the Demerger, UPM and WISA Group will be separate companies, and both companies will continue to operate as independent entities in accordance with their respective strategic objectives.
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Important information
The distribution of this announcement may, in certain jurisdictions, be restricted by law. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy any shares in UPM or WISA in any jurisdiction. Any securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States. No securities referred to herein have been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon, or endorsed the merit of, the partial demerger of UPM or the accuracy or the adequacy of this announcement or the Finnish language demerger and listing prospectus (or the English language translation thereof) dated July 16, 2026 published by UPM, as supplemented on August 17, 2026, September 18, 2026, and October 28, 2026. Any representation to the contrary is a criminal offence in the United States.
Forward-looking statements
This announcement includes "forward-looking statements" that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. Words such as "intend", "assess", "expect", "may", "plan", "believe", "estimate" and other expressions entailing indications or predictions of future developments or trends, not based on historical facts, constitute forward-looking information. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of UPM or WISA Group to differ materially from those expressed or implied in the forward-looking statements. Neither UPM, WISA Group, nor any of their affiliates, advisors or representatives or any other person undertakes any obligation to review, confirm or to release publicly any updates or revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release other than as required by applicable laws and regulations.
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