OUTOTEC OYJ STOCK EXCHANGE RELEASE October 31, 2019 at 2:00 PM
The Finnish Financial Supervisory Authority has approved a supplement to the prospectus prepared for the combination of Outotec and the Metso Minerals Business
The Finnish Financial Supervisory Authority has today on October 31, 2019, approved a supplement to the Finnish language demerger prospectus (the “Prospectus”) relating to the combination of Outotec Oyj (“Outotec”) and Metso Corporation’s (“Metso”) Minerals business (the “Metso Minerals Business”).
The supplement relates to the stock exchange releases published by Outotec and Metso on October 29, 2019, according to which the Extraordinary General Meetings of Outotec and Metso approved the combination of Outotec and the Metso Minerals Business through a partial demerger of Metso in accordance with the demerger plan, as well as the demerger plan. The supplement also relates to the stock exchange release published by Metso on October 30, 2019, regarding the positive results of its consent solicitation process that was launched on October 8, 2019.
The supplement, together with the Prospectus, will be available on the internet at www.outotec.fi/landing-pages/metso-outotec and www.metso.com/fi/metso-outotec-neles as well as at the reception of Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland, at the registered office of Outotec at Rauhalanpuisto 9, FI-02230 Espoo, Finland, and at the registered office of Metso at Töölönlahdenkatu 2, FI-00100 Helsinki, Finland, on October 31, 2019. The English language supplement will be available on the internet at www.outotec.com/landing-pages/metso-outotec and www.metso.com/news-metso-outotec-neles on October 31, 2019.
Board of Directors
Nina Kiviranta, General Counsel
tel. +358 20 529 2017
Nasdaq Helsinki Ltd
Outotec develops leading technologies and services for the sustainable use of Earth’s natural resources. Our 4,000 top experts are driven by each customer’s unique challenges across the world. Outotec’s comprehensive offering creates the best value for our customers in the mining, metal, energy, and chemical industries. Outotec had sales of EUR 1.3 billion in 2018, and its shares are listed on Nasdaq Helsinki. www.outotec.com
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, South Africa or any other jurisdiction where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken in addition to the requirements under Finnish law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
The shares referred to in this release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) and may not be offered, sold or delivered, directly or indirectly, in or into the United States absent registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state and other securities laws of the United States. This release does not constitute an offer to sell or solicitation of an offer to buy any of the shares in the United States.
This release does not constitute a notice to an Extraordinary General Meeting or a demerger prospectus and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity. Any decision with respect to the proposed partial demerger of Metso in which all assets and liabilities of Metso that relate to, or primarily serve, the Metso Minerals Business will transfer without liquidation of Metso to Outotec should be made solely on the basis of information contained in the actual notices to the Extraordinary General Meetings of Metso and Outotec, as applicable, and the Prospectus as well as on an independent analysis of the information contained therein. You should consult the Prospectus for more complete information about the Metso Minerals Business, Outotec, Outotec’s securities and the demerger.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Neither Metso nor Outotec, nor any of their respective affiliates, advisors or representatives or any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of Metso, Outotec, their respective securities and the demerger, including the merits and risks involved. The transaction may have tax consequences for Metso shareholders, who should seek their own tax advice.
This release includes “forward-looking statements.” These statements may not be based on historical facts, but are statements about future expectations. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements are set forth in a number of places in this release, including wherever this release includes information on the future results, plans and expectations with regard to the combined company’s or Neles’ (“Neles”) business, including their strategic plans and plans on growth and profitability, and the general economic conditions. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the combined company or Neles to differ materially from those expressed or implied in the forward-looking statements. Neither Metso nor Outotec, nor any of their respective affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.
Outotec and Metso are Finnish companies. The transaction, including the information distributed in connection with the demerger and the related shareholder votes, is subject to disclosure, timing and procedural requirements applicable in Finland, which are different from those in the United States. The financial information included in this release has been prepared in accordance with IFRS, which may not be comparable to the financial statements or financial information applicable in the United States or by U.S. companies.
The new shares in Outotec have not been and will not be listed on a U.S. securities exchange or quoted on any inter-dealer quotation system in the United States. Neither Outotec nor Metso intends to take any action to facilitate a market in the new shares in Outotec in the United States.
The new shares in Outotec have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States 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 demerger or the accuracy or the adequacy of this release. Any representation to the contrary is a criminal offence in the United States.
It may be difficult for U.S. shareholders of Metso to enforce their rights and any claim they may have arising under U.S. federal or state securities laws, since Outotec and Metso are located in Finland, and all or some of their officers and directors are residents of, non-U.S. jurisdictions. Judgements of U.S. courts are generally not enforceable in Finland. U.S. shareholders of Metso may not be able to sue Outotec or Metso or their respective officers and directors in a court in Finland for violations of the U.S. laws, including the federal securities laws, or at the least it may prove to be difficult to evidence such claims. Further, it may be difficult to compel Outotec or Metso and their affiliates to subject themselves to the jurisdiction of a U.S. court. In addition, there is substantial doubt as to the enforceability in Finland in original actions, or in actions for the enforcement of judgments of U.S. courts, based on the civil liability provisions of the U.S. federal securities laws.