The Boards of Directors of Metso Corporation announced on July 4, 2019 that they have agreed on the combination of Metso’s Minerals business and Outotec through a partial demerger of Metso in accordance with the demerger plan and combination agreement signed on July 4, 2019.
As announced on June 18, 2020, Metso and Outotec have received all regulatory approvals for the combination and the Boards of Directors of Metso and Outotec are expected to resolve to complete the combination on June 30, 2020.
The completion of the combination takes place when Metso’s partial demerger is completed, which is expected to be registered at the Finnish Trade Register in the evening of June 30, 2020. After absorbing the Metso Minerals Business, Outotec will become Metso Outotec Corporation.
Simultaneously, Metso will be renamed Neles Corporation. Trading in the shares of Metso Outotec on the official list of Nasdaq Helsinki Ltd is expected to commence on July 1, 2020. Metso Outotec’s shares will be subject to trading on Nasdaq Helsinki under the trading code MOCORP (ISIN code: FI0009014575).
A total of 645,850,948 new shares in Outotec will be issued as demerger consideration to Metso’s shareholders based on their shareholdings in Metso on June 30, 2020. The demerger consideration shares are intended to be registered at the Finnish Trade Register in the evening of June 30, 2020, and the new shares are expected to be registered on the book-entry accounts of Metso’s shareholders on or about July 1, 2020.
Any trades with Metso shares that are not settled by June 30, 2020 will be settled in accordance with standard settlement procedures, and investors who have acquired Metso shares by such trades will receive both Metso Outotec and Neles shares at settlement. Trading in the new shares on the official list of Nasdaq Helsinki is expected to commence on July 1, 2020. As a result of the registration of the completion of Metso’s partial demerger, the total number of Outotec shares will increase to 828,972,440 shares and the share capital will be increased by €90-million to €107,186,442.52.
In respect of Metso’s shareholders outside of Finland, applicable securities laws may affect the offer, sale or delivery of the demerger consideration shares, as described in the Offering Circular, dated 7 October 2019; unless Outotec is satisfied, in its sole discretion, that the demerger consideration shares can be offered, sold and delivered in compliance with applicable securities laws (without the completion of additional documents, approvals or registrations), the demerger consideration shares that such person would otherwise have received under the terms of the demerger may ultimately be sold in open market transactions and, in such circumstances, such persons would receive a pro rata portion of net cash proceeds thereof.
The sale of the demerger consideration shares pursuant to this arrangement will occur outside of the United States pursuant to a centralized sale process, take place as soon as reasonably practical after the completion of the demerger and will be subject to applicable fees and expenses.
The demerger consideration shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state of the United States (as defined in Regulation S under the 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 Securities Act and in compliance with any applicable state and other securities laws of the United States.