Oriola-KD to list on the Stock Exchange
Under the Demerger Plan signed on 7 November 2005 by the Board of Directors of Demerging Orion, Orion will be demerged so that all its assets and liabilities will be transferred, without a liquidation procedure, to two new public, limited liability companies to be established (Recipient Companies). Oriola-KD will be made up of the present Orion Group’s Wholesale and Distribution Division and will comprise the present Oriola and KD subgroups, while the new Orion Group will comprise the Orion Pharma and Orion Diagnostica divisions.
The business segments of Oriola-KD Corporation arising from the demerger are: the pharmaceutical trade and the healthcare/dental trade.
Press releases and other material related to
listing
Orion Corporation stock exchange releases pertaining to the matter
THE FOLLOWING PROSPECTUS IS A TRANSLATION FROM THE ORIGINAL PROSPECTUS IN FINNISH LANGUAGE APPROVED BY THE FINNISH FINANCIAL SUPERVISION AUTHORITY. IN THE EVENT OF ANY DISCREPANCY BETWEEN THE PROSPECTUS IN FINNISH AND ITS ENGLISH TRANSLATION, THE PROSPECTUS IN FINNISH SHALL PREVAIL.
THE RELEASE AND CIRCULATION OF THE PROSPECTUS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED. THE PROSPECTUS SHALL NOT BE ACCESSED BY PERSONS OR RELEASED OR CIRCULATED IN ANY JURISDICTION OR IN ANY CIRCUMSTANCES WHERE RESTRICTED BY APPLICABLE LAW OR REQUIRING ANY ACTION BASED ON LAW OTHER THAN THAT OF FINLAND. PERSONS WHO ACCESS THE PROSPECTUS, COME INTO POSSESSION OF THE PROSPECTUS OR TO WHOM THE PROSPECTUS IS PASSED ON SHALL INFORM THEMSELVES OF AND OBSERVE SUCH RESTRICTIONS.
THE NEW ORION AND ORIOLA-KD SHARES ARE NOT BEING OFFERED, SOLD OR DELIVERED AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS.
THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL ANY SECURITY TO PERSONS IN THE UK EXCEPT TO PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING OR DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESSES OR OTHERWISE IN CIRCUMSTANCES WHICH HAVE NOT RESULTED AND WILL NOT RESULT IN AN OFFER TO THE PUBLIC IN THE UK WITHIN THE MEANING OF THE PUBLIC OFFERS OF SECURITIES REGULATIONS 1995.
THE PROSPECTUS HAS BEEN APPROVED BY THE FINNISH FINANCIAL SUPERVISION AUTHORITY AND IS REQUIRED TO BE PUBLISHED PURSUANT TO THE FINNISH SECURITIES MARKETS ACT AND THE RULES OF THE HELSINKI STOCK EXCHANGE. THE PROSPECTUS RELATES TO SECURITIES OF ORION CORPORATION WHICH ARE LISTED ON THE HELSINKI STOCK EXCHANGE, WHICH IS A REGULATED MARKET FOR THE PURPOSES OF ARTICLES 67 AND 68 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001.
ORION CORPORATION SHALL NOT ASSUME ANY LIABILITY IN THE EVENT THAT THE ABOVE RESTRICTIONS ARE NOT COMPLIED WITH.
Demerger prospectus
Orion Corporation financial statement bulletins
Orion Corporation interim reviews
Oriola-KD’s own material
Marketing brochure
Stock exchange releases
THE ORIOLA-KD SHARES TO BE ISSUED AS DEMERGER CONSIDERATION HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT TO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.
THESE LISTING PARTICULARS HAVE BEEN APPROVED BY THE FINNISH FINANCIAL SUPERVISION AUTHORITY AND ARE REQUIRED TO BE PUBLISHED PURSUANT TO THE FINNISH SECURITIES MARKETS ACT AND THE RULES OF THE HELSINKI STOCK EXCHANGE. THESE LISTING PARTICULARS RELATE TO SECURITIES OF ORIOLA-KD WHICH WILL BE LISTED ON THE HELSINKI STOCK EXCHANGE, WHICH IS A REGULATED MARKET FOR THE PURPOSES OF ARTICLES 67 AND 68 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001.
THESE LISTING PARTICULARS MAY NOT BE DISTRIBUTED IN CANADA, AUSTRALIA OR JAPAN. THE CIRCULATION AND PUBLICATION OF THESE LISTING PARTICULARS MAY BE RESTRICTED IN CERTAIN OTHER JURISDICTIONS AND THEY MAY NOT BE CIRCULATED OR PUBLISHED IN ANY JURISDICTION OR IN ANY CIRCUMSTANCES WHERE RESTRICTED BY APPLICABLE LAW OR REQUIRING ANY ACTION BASED ON LAW OTHER THAN THAT OF FINLAND. PERSONS WHO COME INTO POSSESSION OF THESE LISTING PARTICULARS OR TO WHOM THESE LISTING PARTICULARS ARE PASSED ON ARE EXPECTED TO INFORM THEMSELVES OF AND OBSERVE SUCH RESTRICTIONS.
Listing Particulars
