SMARTRAC N.V. / Key word(s): Mergers & Acquisitions 22.12.2011 09:01 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Amsterdam and Helsinki, December 22, 2011 - SMARTRAC N.V., a leading developer, manufacturer, and supplier of RFID transponders, announced that the company has reached an agreement with UPM-Kymmene Corporation (UPM) today by which SMARTRAC N.V. (SMARTRAC) will take over UPM's RFID business while UPM-Kymmene Corporation will become an indirect stockholder of SMARTRAC. The transaction is still subject to certain customary conditions, including regulatory approvals. As consideration for UPM's RFID business, UPM will obtain an indirect economic interest in SMARTRAC N.V. of 10.6 percent via OEP Technologie B.V.. OEP Technologie B.V. is an acquisition company controlled by One Equity Partners (OEP). OEP Technologie B.V. holds approximately 87 percent of the issued capital and voting rights in SMARTRAC. --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: About UPM: UPM leads the integration of bio and forest industries into a new, sustainable and innovation-driven future. Our products are made of renewable raw materials and are recyclable. UPM consists of three Business Groups: Energy and pulp, Paper, and Engineered materials. The Group employs around 24,500 people and it has production plants in 16 countries. UPM's annual sales exceed EUR 10 billion. UPM's shares are listed on the Helsinki stock exchange. UPM - The Biofore Company - www.upm.com. About UPM RFID: UPM RFID, part of UPM's Engineered Materials business group, is the world's number one producer of HF, NFC and UHF radio frequency identification (RFID) tags and inlays. UPM RFID has a global service network consisting of factories in China and the United States and a broad network of sales offices worldwide. Further information is available at www.upmrfid.com. About SMARTRAC: SMARTRAC is a leading developer, manufacturer, and supplier of RFID components for a broad range of applications in all current frequency standards. The company produces both ready-made and customized transponders for public transport, access control, RFID-based car immobilizers, animal identification, libraries, industry, and logistics. SMARTRAC is one of the global market leaders in high-quality RFID inlays for electronic passports (e-passports) and contactless credit cards (e-payment) as well as for RFID transponders for public transportation applications. SMARTRAC was founded in 2000, went public in July 2006, and trades as a stock corporation under Dutch law with its registered headquarters in Amsterdam. The company currently employs approximately 3,300 employees and maintains a global research and development, production, and sales network. Forward-looking statements: To the extent that this ad hoc release contains forward-looking statements, such statements are based on assumptions, planning, and forecasts at the time of publication of this ad hoc release. Forward-looking statements always involve uncertainties. Business and economic risks and developments, the conduct of competitors, political decisions, and other factors may cause the actual results to be materially different from the assumptions, planning, and forecasts at the time of publication of this ad hoc release. Therefore, SMARTRAC N.V. does not assume any responsibility relating to forward-looking statements contained in this ad hoc release. Furthermore, SMARTRAC N.V. does not assume any obligation to update the forward-looking statements contained in this ad hoc release. If you have any questions, please contact: Tanja Moehler Head of Corporate Communications & Marketing SMARTRAC N.V. Phone: +31 20 30 50 157 Email: tanja.moehler@smartrac-group.com Internet: www.smartrac-group.com 22.12.2011 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: SMARTRAC N.V. Strawinskylaan 851 1077 XX Amsterdam Netherlands Phone: +31 20 30 50 157 Fax: +31 20 30 50 155 E-mail: investor.relations@smartrac-group.com Internet: www.smartrac-group.com ISIN: NL0000186633 WKN: A0JEHN Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: SMARTRAC and UPM join forces
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