SAPPI LTD (SAP) 6-K

• as at June 2008, Sappi's reviewed condensed interim group balance sheet as at June 2008, and the reviewed condensed carve-out interim balance sheet
of the Acquired Business as at June 2008 appearing elsewhere in this Circular. Financial information for the Acquired Business as at June 2008 has
been converted from Euros into US dollars using Sappi's June 2008 closing rate of EUR1 : US$1.5795.
As noted above, the pro forma adjustments reflect the acquisition and associated financing transactions. The allocation of the purchase price reflected in the
unaudited pro forma condensed financial statements is preliminary. It is based on estimated fair values and estimated purchase price and eventually will be
adjusted based on a complete assessment of the fair value of the net assets acquired and final purchase price. The final purchase price allocation is dependent
on, among other things, the finalization of asset and liability valuations. As at the date of this Circular, we have not completed the valuation studies necessary
to finalize the fair values of the assets acquired and liabilities assumed and the related allocation of the purchase price. We have allocated the total estimated
purchase price, calculated as described under ‘‘Notes to Unaudited Pro forma Condensed Balance Sheet’’, to the assets acquired and liabilities assumed based
on preliminary estimates of their fair values. A final determination of these fair values will reflect, among other things, our consideration of a final valuation
based on the actual net tangible and intangible assets, such as brands, order books, customer lists and intellectual property that exist as at the closing of the
acquisition. Any final adjustment will change the allocation of the purchase price, which will affect the fair value assigned to the assets and liabilities and
could result in a material change to the unaudited pro forma condensed financial statements, including a change to goodwill.
The unaudited pro forma adjustments give effect to events that are directly attributable to the acquisition and related financing, and are factually
supportable. The unaudited pro forma condensed financial statements are presented for information purposes only, and do not purport to represent what our
actual results of operations or financial condition would have been had the acquisition and financing occurred on the dates indicated, nor are they necessarily
indicative of future results of operations or financial condition. In addition to the matters noted above, the unaudited condensed consolidated pro forma
financial statements do not reflect the effect of:
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