NOT FOR RELEASE, PUBLICATION, DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the “United States”) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (EACH A “U.S. PERSON”) OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Metso Outotec Corporation (the “Offeror” or “Metso Outotec”) has today launched an invitation to holders of the outstanding EUR 300,000,000 1.125 per cent Senior Notes due 2024 (the “Notes”) issued by Metso Outotec, to tender their Notes for purchase by the Offeror for cash on the terms and conditions set out in the Tender Offer Memorandum dated November 23, 2022 (the “Tender Offer Memorandum”) (the “Offer”).
The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.
In addition, the Offeror announced today its intention to issue new euro-denominated fixed rate notes under its EUR 2,000,000,000 Euro Medium Term Note Programme (the “New Notes”), subject to market conditions. Whether the Offeror will accept for purchase any Notes validly tendered in the Offer is subject to, without limitation, the successful completion (in the determination of the Offeror) of the issue of the New Notes (the “New Issue Condition”).
The purchase price payable by the Offeror will be determined as provided in the Tender Offer Memorandum. The purpose of the Offer, in conjunction with the proposed issue of the New Notes is to proactively manage the Offeror’s overall debt redemptions and to extend the debt maturity profile of the Offeror (subject to satisfaction of the New Issue Condition). The Offer period begins on November 23, 2022 and closes at 4:00 p.m. London time on November 30, 2002, unless extended, re-opened, withdrawn or terminated early at the sole discretion of the Offeror, as provided in the Tender Offer Memorandum.
Citigroup Global Markets Limited and Nordea Bank Abp act as Dealer Managers for the Offer and Kroll Issuer Services Limited acts as Tender Agent. Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ) act as joint bookrunners for the issue of the New Notes.
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take or is unsure of the impact of the Offer, it is recommended to seek its own legal, tax, accounting and financial and advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Notes pursuant to the Offer. None of the Offeror, the Dealer Managers or the Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons , is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Dealer Managers, the Tender Agent, the Offeror, nor any director, officer, employee, agent or affiliate of any such person makes any recommendation whether Noteholders should tender or refrain from tendering all or any portion of the nominal amount of their Notes in the Offer and none of them has authorised any person to make any such recommendation
None of the Dealer Managers, the Tender Agent, the Offeror or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Offeror, the Notes or the Offer contained in this announcement or in the Tender Offer Memorandum.
Offer and Distribution Restrictions
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Offeror, the Dealer Managers, the Company and the Tender Agent to inform themselves about, and to observe, any such restrictions, including those set forth in the Tender Offer Memorandum. Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
Further information, please contact:
Minna Helppi, SVP Group Treasurer, Metso Outotec Corporation, tel. +358 40 772 1024, minna.helppi(a)mogroup.com
Nasdaq Helsinki Ltd
Metso Outotec is a frontrunner in sustainable technologies, end-to-end solutions and services for the aggregates, minerals processing and metals refining industries globally. By improving our customers’ energy and water efficiency, increasing their productivity, and reducing environmental risks with our product and process expertise, we are the partner for positive change. Metso Outotec is committed to limiting global warming to 1.5°C with Science Based Targets.
Headquartered in Helsinki, Finland, Metso Outotec employs over 15,000 people in more than 50 countries and its sales for 2021 were about EUR 4.2 billion. The company is listed on the Nasdaq Helsinki. mogroup.com, twitter.com/metsooutotec