Home News 2009 Outotec will commence the mandatory public tender offer for Larox on December 28, 2009
December 22, 2009 04:59:54 PM CET

Outotec will commence the mandatory public tender offer for Larox on December 28, 2009

OUTOTEC OYJ   STOCK EXCHANGE RELEASE, DECEMBER 22, 2009 AT 5.00 PM

Outotec will commence the mandatory public tender offer for Larox on December
28, 2009

Following the completion of the share transactions with certain main
shareholders of Larox Corporation ("Larox") on December 21, 2009, Outotec Oyj
("Outotec") will on December 28, 2009 commence a mandatory public tender offer
for all the remaining Larox shares as well as for all the unused subscription
rights relating to the 1994 bonus issue by Larox (the "Tender Offer").

The consideration offered in the Tender Offer is 0.45 Outotec shares for each
Larox series A share and 0.40 Outotec shares for each Larox series B share. As
required under the Finnish Securities Market Act, a cash consideration of EUR
10.76 for each series A share and EUR 9.56 for each series B share will be
offered as an alternative in the Tender Offer. The consideration offered for
each unused subscription right is EUR 11.47 in cash.

To the extent the number of the Outotec shares to be received by a Larox
shareholder who has accepted the Tender Offer against share consideration is not
a whole number, the fractional entitlements to Outotec shares shall be combined
and sold on NASDAQ OMX Helsinki Ltd. on behalf and for the benefit of the
shareholders entitled to fractions.

The offer consideration for each Larox series B share represents a premium of
approximately 36.6 per cent compared to the closing price of the Larox series B
share on NASDAQ OMX Helsinki Ltd. on October 14, 2009, which was the last
trading day before the announcement of the share transactions and the Tender
Offer, and a premium of approximately 41.8 per cent compared to the
volume-weighted average trading price of the Larox series B share during the
last 6 months preceding the announcement of the share transactions and Tender
Offer. The Larox series A share is not subject to public trading.

The acceptance period under the Tender Offer commences on December 28, 2009 at
9:30 am Finnish time and expires on January 22, 2010 at 4:00 pm Finnish time,
unless the offer period is extended.

The Finnish Financial Supervisory Authority has today approved the combined
tender offer document and offering circular relating to the Tender Offer (the
"Offer Document"). The Offer Document will be available at the website of
Outotec at www.outotec.com and at the website of Nordea Bank Finland Plc at
www.nordea.fi/sijoita from December 28, 2009 onwards. In addition, the printed
Offer Document will be available at the offices of Nordea Bank Finland Plc, the
Nordea Private Banking units as well as at the service point of NASDAQ OMX
Helsinki Ltd. at Fabianinkatu 14, FI-00100 Helsinki, Finland from December
28, 2009 onwards.

Most of the Finnish book-entry account operators will send a notification
regarding the Tender Offer and related instructions together with an acceptance
form to their customers who are registered as shareholders in the Larox
shareholders' register and as holders of subscription rights in the register of
subscription rights holders. Should any Larox shareholder or holder of
subscription rights not receive instructions or an acceptance form from their
book-entry account operator, such Larox shareholder or holder of subscription
rights can obtain an acceptance form from a branch office of Nordea Bank Finland
Plc. Larox shareholders whose shares are nominee registered and who wish to
accept the Tender Offer must submit their acceptance in accordance with the
instructions given by the administrator of their nominee registration.
Acceptance forms or other documents relating to the Tender Offer will not be
sent to nominee registered Larox shareholders.

A Larox shareholder or a subscription rights holder, who wishes to accept the
Tender Offer, must complete, sign and submit the duly signed acceptance form to
the account operator managing his/her book-entry account in accordance with the
instructions and within the time limit set by such account operator. Should the
account operator in question not accept acceptance forms, the form may be
submitted to a branch office of Nordea Bank Finland Plc.

Outotec will announce the preliminary result of the Tender Offer on or about the
first Finnish banking day following the expiry of the acceptance period or, if
applicable, the extended offer period, and will announce the final result of the
Tender Offer on or about the third Finnish banking day following the expiry of
such acceptance period. The announcement of the final result will confirm the
percentage of the shares and subscription rights that have been validly
tendered.

The detailed terms and conditions of the Tender Offer have been enclosed in
their entirety as an annex to this release (Annex 1).

Outotec may within the restrictions set by Finnish law acquire Larox shares also
outside the Tender Offer to a price that does not exceed the value of the offer
consideration.

Aventum Partners Ltd. acts as Outotec's financial advisor and Roschier,
Attorneys Ltd. as Outotec's legal advisor in connection with the Tender Offer.
Nordea Bank Finland Plc acts as the arranger of the Tender Offer.


Outotec Oyj
Board of Directors

For further information, please contact:

OUTOTEC OYJ

Tapani Järvinen, CEO, tel. +358 20 529 211
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.

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 21, 2009, was approximately
EUR 960 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 21, 2009, the market
capitalization of its series B shares subject to public trading was
approximately EUR 70 million. Additional information at www.larox.com
.


Annex 1: TERMS AND CONDITIONS OF THE TENDER OFFER

The  terms  and  conditions  of  the  Tender  Offer  have  been presented below.
Capitalized  terms appearing in the terms and conditions of the Tender Offer not
defined below have been defined in the Offer Document.

Object of the Tender Offer

Outotec offers to acquire, in accordance with the terms and conditions set forth
below, (i) all of the series A and B shares issued by Larox not owned by Outotec
or Larox and (ii) all of the Larox Subscription Rights (see "Larox Corporation -
Share  Capital and Ownership Structure"). The  completion of the Tender Offer is
not subject to any conditions to completion.

Should  a Subscription Right holder subscribe  with the Subscription Rights held
by  him or her, for series B shares issued by Larox in connection with the Larox
1994 bonus  issue, in  accordance with  the terms  and conditions of said issue,
prior  to the  expiry of  the Offer  Period, said  Subscription Right holder may
accept  the Tender Offer  with respect to  such shares subscribed  for once such
shares have been entered into the subscriber's book-entry account.

Offer Consideration

Outotec  offers as  Share Consideration  0.45 new Outotec  shares for each Larox
series  A share and  0.40 new Outotec shares  for each Larox  series B share or,
alternatively,  a Cash Consideration of EUR 10.76  for each Larox series A share
and  EUR 9.56 for each Larox  series B share provided  that the shares have been
validly  tendered  in  accordance  with  the  terms and conditions of the Tender
Offer.  Outotec offers EUR 11.47  for each Subscription  Right provided that the
Subscription  Rights have been validly tendered in accordance with the terms and
conditions of the Tender Offer.

The  General Meeting  of Larox  held on  March 26, 2009 authorized  the Board of
Directors  of Larox to  decide, by December  31, 2009, within its discretion, on
the  possible payment  of an  additional dividend  of EUR 0.20  per share at the
most, should the economic situation of the company allow it. Should the Board of
Directors  of  Larox  decide  to  pay  an  additional dividend by virtue of said
authorization  and  the  record  date  for  such  payment  is  (i)  prior to the
Settlement Date of the Cash Consideration and the Subscription Right Offer Price
pursuant  to  the  Tender  Offer  (see  "Terms  of Payment and Settlement - Cash
Consideration  and Subscription Right Offer Price")  or (ii) before title to the
Larox shares tendered against the Share Consideration passes to Outotec pursuant
to  the terms and conditions of the Tender Offer (see "Transfer of Title - Share
Consideration"),  an amount corresponding to the dividend paid shall be deducted
from  the Offer Consideration and Subscription  Right Offer Price for each Larox
share.  The deduction will be  made in a euro  amount for the Cash Consideration
and  the  Subscription  Right  Offer  Price.  For  the  Share  Consideration the
aggregate  number of the  New Shares to  be issued on  the basis of the exchange
ratio  shall be reduced  with a number  of shares corresponding  to the dividend
paid using EUR 23.90 as the calculated value per New Share.

To the extent the number of the New Shares to be received by a Larox shareholder
who has accepted the Tender Offer against the Share Consideration is not a whole
number,  the fractions of New Shares shall  be combined and sold on the Helsinki
Stock Exchange on behalf and for the benefit of the shareholders entitled to the
fractions,  and the  average selling  price proceeds  of such sales, deducted by
direct  selling costs, will  be accounted to  the Larox shareholders in question
pro  rata to the fractions held by such shareholders, on or about the thirteenth
(13.)  banking day  following the  expiry of  the Offer  Period - see  "Terms of
Payment and Settlement" below.

The  New  Shares  to  be  issued  as  Share  Consideration shall entitle to full
shareholder  rights as of the registration of the shares, including the right to
Outotec's dividend for the year 2009.

The  Offer Consideration and the Subscription Right  Offer Price will be paid to
Larox  shareholders and Subscription Right holders  who have accepted the Tender
Offer  in connection with the completion of the Tender Offer after the expiry of
the Offer Period- see below "Terms of Payment and Settlement".

Offer Period

The  Offer Period commences  on December 28, 2009 at  9:30 am (Finnish time) and
expires on January 22, 2010 at 4:00 pm (Finnish time) unless the Offer Period is
extended as set forth below.

Outotec  may  extend  the  Offer  Period  at  any  time. Outotec will announce a
possible  extension of the Offer  Period by a stock  exchange release on January
22, 2010 at  the latest. Outotec will announce any possible further extension of
an  already extended Offer Period on the  last day of such extended Offer Period
at  the latest. Should  Outotec extend the  Offer Period, the  Offer Period will
expire  on the  new expiry  date set  by Outotec  so that the Offer Period will,
however,  always  continue  for  at  least  five  (5)  banking  days  after such
announcement.  The maximum  duration of  the Offer  Period (including a possible
extension of the Offer Period) is ten (10) weeks.

Acceptance Procedure for the Tender Offer

Most  of  the  Finnish  book-entry  account  operators  will send a notification
regarding  the Tender Offer and related instructions together with an acceptance
form  to  their  customers  who  are  registered  as  shareholders  in the Larox
shareholders'  register and  as Subscription  Right holders  in the  register of
Subscription  Right holders. Should any  Larox shareholder or Subscription Right
holder  not receive  instructions or  the acceptance  form from their book-entry
account operator, such Larox shareholder or Subscription Right holder may accept
the Tender Offer in a branch office of Nordea Bank Finland Plc.

The  Tender  Offer  may  be  accepted  by  a Larox shareholder registered in the
shareholders'  register during  the Offer  Period and  Subscription Right holder
registered  in  the  register  of  Subscription  Right  holders during the Offer
Period.   A   shareholder   may  accept  the  Tender  Offer  against  the  Share
Consideration  or the Cash Consideration. A Subscription Right holder may accept
the Tender Offer only against the Subscription Right Offer Price. Alternatively,
a  Subscription Right holder may subscribe  with the Subscription Rights held by
him  or her, for  series B shares  issued by Larox  in connection with the Larox
1994 bonus  issue in accordance with the terms and conditions of said issue, and
accept the Tender Offer with respect to such shares subscribed for by him or her
against the Share Consideration or the Cash Consideration (see "Subscription for
Larox Shares on the basis of the Subscription Rights").

A  Larox  shareholder  or  a  Subscription  Right  holder,  as  the case may be,
submitting  an acceptance must have a  cash account with a financial institution
operating  in Finland. A  shareholder or a  Subscription Right holder may accept
the  Tender Offer only  unconditionally. Acceptance of  the Tender Offer must be
submitted  separately for each book-entry account.  The acceptance of the Tender
Offer is valid for all the Larox shares or Subscription Rights registered on the
book-entry  account  stated  on  the  acceptance  form  of  the  shareholder  or
Subscription Right holder at the moment when (i) the trades for the Larox shares
tendered  against  the  Cash  Consideration  or  for the Subscription Rights are
executed  (see  "Terms  of  Payment  and  Settlement -  Cash  Consideration  and
Subscription  Right Offer Price") or (ii)  the Larox shares tendered against the
Share  Consideration  are  transferred  to  Outotec's  book-entry  account  (see
"Transfer of Title - Share Consideration").

Larox  shareholders whose shares  are nominee registered  and who wish to accept
the   Tender   Offer  must  submit  their  acceptance  in  accordance  with  the
instructions   given   by  the  administrator  of  their  nominee  registration.
Acceptance  forms or other  documents relating to  the Tender Offer  will not be
sent to nominee registered Larox shareholders.

With  respect to pledged Larox shares and Subscription Rights, the acceptance of
the  Tender Offer  requires the  consent of  the pledgee.  The obtaining of such
consent   is  at  the  responsibility  of  the  relevant  Larox  shareholder  or
Subscription Right holder. The pledgee's consent must be delivered in writing to
the  account  operator,  or  to  another  party  to whom the acceptance has been
submitted.

A  Larox shareholder or  a Subscription Right  holder, who wishes  to accept the
Tender  Offer, must complete, sign and submit the duly signed acceptance form to
the  account operator managing his or  her book-entry account in accordance with
the  instructions and within the time limit set by such account operator. Should
the  account operator  in question  not accept  acceptance forms (e.g. Euroclear
Finland Ltd ("Euroclear Finland")), the Tender Offer may be accepted at a branch
office  of Nordea  Bank Finland  Plc. Outotec  reserves the  right to reject any
erroneously or deficiently completed acceptance forms.

The  acceptance form shall be submitted so  that it is received within the Offer
Period  (including  any  extension  of  the  Offer  Period) taking into account,
however,  the instructions given by the relevant account operator. The method of
delivery  of the  acceptance form  is at  the shareholder's  or the Subscription
Right  holders' option  and risk,  and delivery  will be  deemed made  only once
actually received by the relevant account operator or Nordea Bank Finland Plc.

By   accepting  the  Tender  Offer  against  the  Share  Consideration  a  Larox
shareholder  authorizes Nordea Bank Finland Plc or his or her book-entry account
operator  or its representative to enter a temporary type of book-entry of Larox
on  his or her book-entry  account (see "Terms of  Payment and Settlement"). The
temporary  type of book-entry cannot be  assigned, pledged or otherwise disposed
of  before it has been exchanged into New Shares. Furthermore, a shareholder who
has  accepted the Share Consideration authorizes Nordea Bank Finland Plc to sell
all  the Larox shares held by such shareholder to Outotec in accordance with the
terms  and conditions of the Tender Offer,  subscribe for, on his or her behalf,
the  New Shares  to be  given as  Share Consideration,  sell any  fractional New
Shares  on behalf and for the benefit  of the shareholder in accordance with the
terms  and conditions of the Tender Offer and to perform other necessary entries
and  undertake any other measures necessary  for the technical completion of the
Tender Offer.

A Larox shareholder and/or a Subscription Right holder, who has validly accepted
the  Tender Offer  in accordance  with the  terms and  conditions of  the Tender
Offer,  may not sell, pledge or  otherwise dispose of shares and/or Subscription
Rights that have been tendered in the Tender Offer, unless otherwise provided by
mandatory  law. By accepting the Tender  Offer against the Cash Consideration or
the  Subscription Right  Offer Price  a Larox  shareholder and/or a Subscription
Right holder authorizes Nordea Bank Finland Plc or the account operator managing
his  or  her  book-entry  account  or  its  representative  to  enter a transfer
restriction  in respect of the Larox shares and/or Subscription Rights on his or
her book-entry account (see "Terms of Payment and Settlement").

Furthermore,  a Larox  shareholder and/or  a Subscription  Right holder  who has
accepted  the Tender  Offer against  the Cash  Consideration or the Subscription
Right  Offer Price,  authorizes Nordea  Bank Finland  Plc or  his or her account
operator or its representative or his or her asset manager to sell all the Larox
shares  and/or Subscription Rights owned by such shareholder and/or Subscription
Right holder in accordance with the terms and conditions of the Tender Offer and
to  perform other necessary  entries and undertake  any other measures necessary
for the technical completion of the Tender Offer.

Announcement of the Result of the Tender Offer

The preliminary result of the Tender Offer will be announced by a stock exchange
release  on or about the first (1.)  banking day in Finland following the expiry
of  the Offer Period (including any possible extension of the Offer Period). The
final  result of the Tender  Offer will be announced  on or about the third (3.)
banking  day in Finland following the expiry  of the Offer Period (including any
possible  extension of the  Offer Period). The  announcement of the final result
will  confirm the amount of  Larox shares and Subscription  Rights in respect of
which the Tender Offer has been validly accepted.

Terms of Payment and Settlement

Share Consideration

When  an account operator or Nordea Bank  Finland Plc has received an acceptance
against  Share Consideration in accordance with  the terms and conditions of the
Tender  Offer, the  Larox shares  on a  shareholder's book-entry account will be
exchanged  to the Larox temporary type of  book-entry using an exchange ratio of
1:1 and the Larox temporary type of book-entry will be entered on the book-entry
account of the Larox shareholder who has accepted the Tender Offer.

The  Larox  temporary  type  of  book-entry  is  a technical means to enable the
payment  of the  Share Consideration.  A Larox  shareholder who has accepted the
Share Consideration shall after entry of the temporary type of book-entry on the
relevant  book-entry account, retain the Larox shareholder rights until title to
the Larox shares has passed to Outotec (see "Transfer of Title").

After  the expiry of  the Offer Period,  the Larox temporary  type of book-entry
will  be  exchanged  to  New  Shares  in  the  book-entry  securities  system in
accordance  with the Share Consideration exchange  ratio. The New Shares will be
entered  on the book-entry  accounts of the  Larox shareholders on  or about the
seventh  (7.) banking day  in Finland following  the expiry of  the Offer Period
(including  any extension of  the Offer Period),  when the New  Shares have been
registered  with the Finnish  Trade Register and  into the book-entry securities
system.

To the extent the number of the New Shares to be received by a Larox shareholder
is not a whole number, the proceeds accruing to the shareholder from the sale of
the possible fractions will be paid on or about the thirteenth (13.) banking day
following  the expiry of  the Offer Period  (including any possible extension of
the  Offer Period) (the "Accounting  Date") to the bank  account attached to the
shareholder's   book-entry  account  or,  with  respect  to  nominee  registered
shareholders,  to the bank  account defined by  the administrator of the nominee
registration. If the bank account of the shareholder is with a different banking
institution  than such  shareholder's book-entry  account, the proceeds accruing
from  the sale of the possible fractional  entitlements will be accounted to the
shareholder's bank account in accordance with the schedule of money transactions
between  banking  institutions  so  that  the  payment  will  be received on the
shareholder's  bank account within approximately two  (2) banking days after the
Accounting Date, at the latest.

Cash Consideration and Subscription Right Offer Price

The sale of Larox shares and Subscription Rights that have been validly tendered
in  the Tender  Offer against  the Cash  Consideration or the Subscription Right
Offer  Price  will  be  executed  no  later  than on the fourth (4.) banking day
following  the expiry of  the Offer Period  (including any possible extension of
the  Offer Period) (the "Completion Date"). The sale of the series B shares will
take  place  on  the  Helsinki  Stock  Exchange  or  outside  the Helsinki Stock
Exchange.  The sale  of the  series A  shares and  Subscription Rights will take
place outside the Helsinki Stock Exchange.

Settlement  of the sales will be effected on or about the third (3.) banking day
following  the Completion Date  (the "Settlement Date").  The Cash Consideration
and  the Subscription Right Offer  Price will be paid  on the Settlement Date to
the  bank account  attached to  a shareholder's  or Subscription  Right holder's
book-entry  account, or, with respect to nominee registered shareholders, to the
bank  account defined by  the administrator of  the nominee registration. If the
bank  account  of  the  shareholder  or  a  Subscription  Right holder is with a
different  banking  institution  than  his  or  her book-entry account, the Cash
Consideration  or the Subscription  Right Offer Price  will be paid  to the bank
account  of the shareholder or the  Subscription Right holder in accordance with
the  schedule of  money transactions  between banking  institutions so  that the
payment  will be  received on  the shareholder's  or Subscription Right holders'
bank account within approximately two (2) banking days after the Settlement Date
at the latest.

Other Matters

Outotec  reserves the right  to postpone the  payment of the Offer Consideration
and  the  Subscription  Right  Offer  Price  if  such  payment  is  prevented or
interrupted  due  to  a  force  majeure  event.  Outotec will, however, make the
payment immediately once such force majeure event has been resolved.

Transfer of Title

Share Consideration

Title   to   the  Larox  shares  that  have  been  tendered  against  the  Share
Consideration  in the Tender Offer will pass to Outotec when Nordea Bank Finland
Plc has, based on an authorization, on behalf of the Larox shareholders who have
accepted  the  Share  Consideration,  subscribed  for  the  New Shares issued by
Outotec,  and transferred  the Larox  shares from  such shareholders' book-entry
accounts  to Outotec's book-entry  account, on or  about the fourth (4.) banking
day in Finland following the expiry of the Offer Period (including any extension
of the Offer Period).

Cash Consideration and Subscription Right Offer Price

Title  to  the  Larox  shares  and  Subscription Rights which have been tendered
against  the Cash Consideration or the  Subscription Right Offer Price will pass
to  Outotec on the Settlement Date against the payment of the Cash Consideration
and/or the Subscription Right Offer Price.

Shares that have not been Transferred into the Book-Entry Securities System

A Larox shareholder who wishes to accept the Tender Offer with respect to shares
that have not been transferred into the book-entry securities system shall first
transfer  the Larox shares into the  book-entry securities system through his or
her  own account operator or  asset manager. The shareholder  must in such event
convey  the share certificates  relating to such  shares and present evidence of
title to such shares.

Subscription for Larox Shares on the basis of the Subscription Rights

A  Subscription Right holder may, prior to  the expiry of the Offer Period, with
the  Subscription Rights held  by him or  her, in accordance  with the terms and
conditions  of the  Larox 1994 bonus  issue, subscribe  for the  series B shares
issued by Larox in connection with said bonus issue. A Subscription Right holder
may  accept the Tender Offer with the shares  subscribed for on the basis of the
Subscription  Rights either against the Share  Consideration or against the Cash
Consideration after such shares have been entered on the subscriber's book-entry
account.  The acceptance of the Tender Offer  must be submitted during the Offer
Period as described in section "Acceptance Procedure for the Tender Offer".

Validity of Acceptance

The  acceptance of the Tender Offer is binding and it cannot be withdrawn unless
otherwise set forth in the applicable legislation.

However,  a Larox shareholder or Subscription Right holder, who has accepted the
Tender  Offer, may withdraw the acceptance during the Offer Period in accordance
with  Chapter  6, Section  8 of  the  Securities  Market Act, should a competing
tender offer for the Larox shares be published during the Offer Period.

A  Larox shareholder or a Subscription Right  holder who has accepted the Tender
Offer,  may become entitled to withdraw the  acceptance of the Tender Offer as a
consequence  of  a  possible  supplementing  of  the Offer Document. Information
regarding a possible withdrawal right and related instructions will be announced
separately by a stock exchange release.

Obligation to Increase the Consideration and to Pay Compensation

If  Outotec or another party referred to in Chapter 6, Section 10, Subsection 2
of  the Securities Market Act  acquires, before the expiry  of the Offer Period,
Larox  shares  and/or  Subscription  Rights  at  a  higher  price than the Offer
Consideration  and/or Subscription Right Offer Price  or otherwise on terms that
are  more favorable than those  of the Tender Offer,  Outotec must, according to
Chapter  6, Section  13 of  the  Securities  Market  Act,  amend  the  terms and
conditions  of the Tender  Offer to correspond  to those of  such acquisition on
more  favorable terms  (obligation to  increase the  offer). Outotec shall then,
without  delay, make  public the  triggering of  such obligation to increase the
offer  and pay to  such shareholders and/or  Subscription Right holders who have
accepted  the  Tender  Offer,  in  connection  with the completion of the Tender
Offer, the difference between the consideration paid in such acquisition made on
more favorable terms and the Offer Consideration and/or Subscription Right Offer
Price offered in the Tender Offer.

Should Outotec or another party referred to in Chapter 6, Section 10, Subsection
2 of  the Securities Market Act, during the nine (9) months following the expiry
of  the Offer Period acquire Larox shares and/or Subscription Rights at a higher
price  than the  Offer Consideration  and/or Subscription  Right Offer  Price or
otherwise  on terms  that are  more favorable  than those  of the  Tender Offer,
Outotec  must, according to Chapter 6, Section  13 of the Securities Market Act,
compensate  those holders of  securities who have  accepted the Tender Offer for
the  amount equal  to the  difference between  the acquisition on more favorable
terms  and  the  consideration  offered  in  the  Tender  Offer  (obligation  to
compensate).  Outotec shall then,  without delay, make  public the triggering of
the  obligation to compensate  and pay the  difference between the consideration
paid  in such  acquisition on  more favorable  terms and the Offer Consideration
and/or  Subscription Right Offer  Price to the  shareholders and/or Subscription
Right  holders who  have accepted  the Tender  Offer within  one month after the
triggering of such obligation to compensate.

According  to Chapter 6, Section 13, Subsection  5 of the Securities Market Act,
the  obligation  to  compensate  shall,  however,  not  be triggered in case the
payment of a higher price than the Offer Consideration and/or Subscription Right
Offer Price is based on an arbitral award pursuant to the Finnish Companies Act,
provided  that Outotec or any other party referred to in Chapter 6, Section 10,
Subsection  2 of the Securities Market Act has  not offered to acquire shares in
Larox  on terms that are more favorable than those of the Tender Offer before or
during the arbitral proceedings.

Transfer Tax and Other Payments

Outotec  shall pay the  Finnish transfer tax,  if any, payable  upon the sale of
Larox shares and/or Subscription Rights (see "Taxation - Transfer Tax").

Each  Larox shareholder  and Subscription  Right holder  is liable  for payments
which  the  account  operator,  based  on  the  agreement  entered into with the
shareholder or a Subscription Right holder, may charge for the transfer into the
book-entry securities system of such Larox shares that have not been transferred
into  the book-entry securities system, or for the subscription for Larox shares
issued  in  connection  with  the  Larox  1994 bonus  issue  on the basis of the
Subscription  Rights and for the fees and commissions and other costs charged by
account  operators, asset managers, administrators  of nominee registered shares
or  other parties  for the  release of  collateral or  the revoking of any other
restrictions preventing the sale of shares and/or Subscription Rights.

Outotec is liable for other customary costs relating to book-entry registrations
required  for the purposes of the Tender Offer and the completion of the sale of
the shares and Subscription Rights pursuant to the Tender Offer.

Other Information

Outotec  reserves the  right to  amend the  terms and  conditions of this Tender
Offer in accordance with Chapter 6, Section 7 of the Securities Market Act.

Should  a competing tender offer be published  by a third party during the Offer
Period,  Outotec reserves the  right in accordance  with Chapter 6, Section 8 of
the  Securities Market Act to extend the Offer Period and to amend the terms and
conditions of the Tender Offer.

Outotec  has a right,  at its sole  discretion and within  the limits set by the
applicable  legislation, to  decide on  all other  matters related to the Tender
Offer.

The  Tender Offer is not being made directly or indirectly in the United States,
Australia,  Canada, Hong Kong, Japan, New  Zealand or South-Africa, or any other
jurisdiction  where prohibited  by applicable  law and  this Offer  Document and
related  acceptance  forms  are  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.  This  Offer  Document  is not an offer or
invitation  for tender for the  sale or purchase of  shares in states where such
offer or invitation for tender is prohibited by law. Persons to whose possession
this Offer Document comes are required by the Offeror to inform themselves about
and  to observe  the restrictions  applicable to  them. Non-compliance  of these
restrictions  may  violate  the  securities  laws  of  the mentioned states. The
Offeror  or its representatives do not  accept any legal responsibility for such
violations  regardless of  whether the  persons contemplating  to accept  of the
Tender Offer are aware of such restrictions or not.