Home News 2009 Outotec completes acquisition of control in Larox through directed share issue and makes mandatory public tender offer for the remaining Larox shares
December 18, 2009 02:00:00 PM CET

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: firstname.lastname@outotec.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.