Final result of Outotec's mandatory public tender offer for Larox shares and directed share issue to Larox shareholders
OUTOTEC OYJ STOCK EXCHANGE RELEASE, JANUARY 27, 2010 AT 2.15 PM
Final result of Outotec's mandatory public tender offer for Larox shares and directed share issue to Larox shareholders
The offer period under the mandatory public tender offer by Outotec Oyj ("Outotec") for all the series A and B shares issued by Larox Corporation ("Larox"), which are not in the ownership of Outotec or which Larox does not own, as well as for the unused subscription rights relating to the 1994 bonus issue by Larox (the "Subscription Rights")(the "Tender Offer") expired on January 22, 2010.
According to the final result of the Tender Offer, the shares tendered in the Tender Offer, together with the Larox shares already owned by Outotec, represent approximately 98.5% of all the Larox shares and approximately 99.7% of all the votes attached to the Larox shares. All the remaining Larox series A shares have been tendered in the Tender Offer.
According to the final result of the Tender Offer, 28 Subscription Rights, which entitle to subscribe for a total of 30 Larox shares, have been tendered in the Tender Offer. Using these Subscription Rights for the subscription of Larox shares does not affect the above percentages.
The offer consideration will be paid to the shareholders and Subscription Right holders who have validly accepted the Tender Offer on or about February 2, 2010 in accordance with the terms and conditions of the Tender Offer.
The Board of Directors of Outotec will on January 28, 2010 by virtue of the authorization given to the Board of Directors by the Annual General Meeting held on March 18, 2009, decide on the directed share issue required for the payment of the consideration in accordance with the terms and conditions of the Tender Offer to the Larox shareholders who have accepted the Tender Offer against share consideration. In the directed share issue a maximum of 1,016,954 new Outotec shares will be offered for subscription in accordance with the exchange ratio under the terms and conditions of the Tender Offer. The completion of the Tender Offer will 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 with the Trade Register and admitted to public trading on NASDAQ OMX Helsinki Ltd on or about February 2, 2010.
Outotec's intention is to ac quire all the Larox shares. Since Outotec's ownership in Larox will, as a consequence of the completion of the Tender Offer, exceed nine-tenths (9/10) of all the Larox shares and votes attached to the shares, Outotec will initiate compulsory acquisition proceedings for the remaining Larox shares under the Finnish Companies Act immediately after the completion of the Tender Offer.
Outotec may also purchase Larox series B shares in public trading on NASDAQ OMX Helsinki or otherwise at a price not exceeding the offer price for the series B shares, which is EUR 9.56 in cash (or alternatively 0.40 Outotec shares) for each share. Outotec may also purchase Subscription Rights at a price which does not exceed the Subscription Right offer price, which is EUR 11.47 in cash for each Subscription Right.
Outotec Oyj
Board of Directors
For further information, please contact:
OUTOTEC OYJ
Pertti Korhonen, 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, +358 400 954 141
Eila Paatela, VP - Corporate Communications, tel. +358 20 529 2004, +358 400 817 198
e-mails: firstname.lastname@outotec.com
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NASDAQ OMX Helsinki
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www.outotec.com