Metso Corporation’s stock exchange release on June 24, 2020, at 5.50
p.m. EEST
Corrected release: correction relates to the reference to the
supplement’s
content.
The Finnish Financial Supervisory Authority has today on
June 24, 2020, 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 June 18, 2020, according to which Outotec and
Metso have received all
regulatory approvals for the combination of Outotec and
the Metso Minerals
Business through a partial demerger of Metso. The supplement
also relates to the
stock exchange releases published by Outotec and Metso on
June 23, 2020, that
provided additional information on the completion of the
combination of Outotec
and the Metso Minerals Business.
The supplement,
together with the Prospectus, will be available on the internet
at
www.metso.com/fi/metso-outotec-neles and
www.outotec.fi/landing-pages/metso
-outotec as well as at the reception of
Nasdaq Helsinki at Fabianinkatu 14, FI
-00100 Helsinki, Finland, at the
registered office of Metso at Töölönlahdenkatu
2, FI-00100 Helsinki, Finland,
and at the registered office of Outotec at
Rauhalanpuisto 9, FI-02230 Espoo,
Finland, on June 24, 2020. The English
language supplement will be available on
the internet at www.metso.com/news
-metso-outotec-neles and
www.outotec.com/landing-pages/metso-outotec on June 24,
2020.
METSO
CORPORATION
Metso is a world-leading industrial company offering equipment and
services for
the sustainable processing and flow of natural resources in the
mining,
aggregates, recycling and process industries. With our unique knowledge
and
innovative solutions, we help our customers improve their
operational
efficiency, reduce risks and increase profitability. Metso is
listed on the
Nasdaq Helsinki in Finland and had sales of about EUR 3.6 billion
in 2019. Metso
employs over 15,000 people in more than 50 countries.
Further
information, please contact:
Juha Rouhiainen, Vice President, Investor
Relations, Metso Corporation, tel.
+358 20 484 3253
Distribution:
Nasdaq
Helsinki Ltd
Main media
www.metso.com
Important Notice
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
an Annual 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 Meeting 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
business, including its
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 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.