Outotec completes acquisition of control in Larox through directed share issue and makes mandatory public tender offer for the remaining Larox shares
OUTOTEC OYJ STOCK EXCHANGE RELEASE, DECEMBER 18, 2009 AT 2.00 PM Outotec completes acquisition of control in Larox through directed share issue and makes mandatory public tender offer for the remaining Larox shares Outotec Oyj ("Outotec") has received necessary approvals from the competition authorities to proceed with the acquisition of Larox Corporation ("Larox"). Outotec will complete the share transactions with certain main shareholders of Larox to acquire control in Larox ("Share Transactions") through directed share issue on December 21, 2009. Larox will upon the completion of the Share Transactions become a subsidiary of Outotec. Outotec will also make mandatory public tender offer for the remaining Larox shares. The management of Outotec has started the planning of a new, more efficient and flexible business structure and operating model for Outotec along with the planning of Larox' integration, so that the new business structure and operating model could be implemented in the spring of 2010. Outotec also intends to request the Board of Directors of Larox to convene an extraordinary general meeting to decide upon the future composition of the Board of Directors. The combination of the businesses of Outotec and Larox will further strengthen Outotec's position as a globally leading provider of technology solutions and services to the mining and metals industry and enable the development and growth of the Larox business in an international, financially solid technology group operating in the same industry. Outotec announced on October 15, 2009 that it had agreed on Share Transactions with certain main shareholders of Larox and that upon the completion of the Share Transactions, Outotec would make a mandatory public tender offer for all the remaining Larox shares. In the Share Transactions, certain members of the Vartiainen family, Capillary Oy, Ilmarinen Mutual Pension Insurance Company, Mikko Laakkonen and Laakkosen Arvopaperi Oy (the "Sellers") sell all their Larox series A and B shares to Outotec. The shares correspond altogether to 94.40 per cent of all the votes in Larox and 70.48 per cent of all the shares in Larox. The consideration for the Larox shares purchased from the Sellers will be paid in the form of 2,763,419 new Outotec shares. The Board of Directors of Outotec will on December 21, 2009 decide on the necessary directed share issue to the Sellers pursuant to the authorization given to the Board of Directors by the Annual General Meeting of Outotec on March 18, 2009. The completion of the Share Transactions and the subsequent mandatory tender offer enable the combination of the businesses of Outotec and Larox, and there are thus weighty financial reasons to deviate from the pre-emptive subscription right of shareholders. The new Outotec shares will be registered in the Finnish Trade Register on December 22, 2009, after which the total number of registered Outotec shares will amount to 44,763,419. The new Outotec shares will become subject to public trading on NASDAQ OMX Helsinki Ltd. on or about December 23, 2009. Following the completion of the Share Transactions, Outotec will commence the mandatory public tender offer for all the remaining Larox series A and B shares (the "Tender Offer"). The Tender Offer will also include all the unused subscription rights relating to the 1994 bonus issue by Larox. The acceptance period under the Tender Offer is expected to commence on or about December 28, 2009 and to end on or about January 22, 2010, unless the offer period is extended. The consideration to be offered for each series A and series B share in the Tender Offer equals to the consideration paid to the Sellers in the Share Transactions, i.e. 0.45 Outotec shares per each Larox series A share and 0.40 Outotec shares per each Larox series B share. As required under the Finnish Securities Market Act, a cash consideration of EUR 10.76 per each series A share and EUR 9.56 per each series B share will be offered as an alternative in the Tender Offer. The consideration to be offered for each unused subscription right is EUR 11.47 in cash. The full terms and conditions of the Tender Offer are expected to be published on or about December 22, 2009 following the Finnish Financial Supervisory Authority's approval of the tender offer document and offering circular relating to the Tender Offer. Information regarding the companies Outotec is a leading international developer and provider of technologies for the mining and metallurgical industries. It offers innovative and environmentally sound plants, processes, equipment and services to its customers worldwide. Outotec's sales in 2008 amounted to approximately EUR 1.2 billion and the company has approximately 2,500 employees in 21 countries. Outotec's headquarters are located in Espoo, Finland. Outotec is listed on NASDAQ OMX Helsinki and its market capitalization on December 17, 2009, was approximately EUR 925 million. Additional information at www.outotec.com . Larox develops and delivers industrial filters for separating solids from liquids. Larox's filtration solutions are mainly used worldwide in the mining and metallurgical industries as well as in chemical processing. Larox operates in over 40 countries. The company is headquartered in Lappeenranta, Finland and it has production facilities in Finland and China. Sales in 2008 totalled EUR 208.0 million, and the number of employees was approximately 560. Larox is listed on NASDAQ OMX Helsinki and on December 17, 2009, the market capitalization of its series B shares subject to public trading was approximately EUR 69 million. Additional information at www.larox.com . For further information, please contact: OUTOTEC OYJ Tapani Järvinen, CEO, tel. +358 20 529 2000 Vesa-Pekka Takala, CFO, tel. +358 20 529 211, +358 40 570 0074 Rita Uotila, VP - Investor Relations, tel. +358 20 529 2003, +358 0400 954 141 Eila Paatela, VP - Corporate Communications, tel. +358 20 529 2004, +358 400 817 198 e-mails: email@example.com
DISTRIBUTION NASDAQ OMX Helsinki Main media www.outotec.com THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND THIS STOCK EXCHANGE RELEASE IS NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW BY ANY MEANS WHATSOEVER INCLUDING, WITHOUT LIMITATION, MAIL, FACSIMILE TRANSMISSION, E-MAIL OR TELEPHONE.