Metso Corporation, Stock exchange release on June 23, 2020, at 2:00 p.m. EEST
The Boards of Directors of Metso Corporation (“Metso”) and Outotec Oyj (“Outotec”) announced on July 4, 2019 that they have agreed on the combination of Metso’s Minerals business (“Metso 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 (“Metso Outotec”). Simultaneously, Metso will be renamed Neles Corporation (“Neles”). Trading in the shares of Metso Outotec on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) 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).
Issuing of new Outotec shares as demerger consideration to the shareholders of Metso
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 EUR 90,000,000 to EUR 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 (the “Securities Act”), 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.
Composition of the Board of Directors and other resolutions of the Annual General Meeting of Outotec relating to the combination
In accordance with the resolution of the Annual General Meeting (“AGM”) of Outotec held on March 11, 2020, Matti Alahuhta, Ian W. Pearce, Klaus Cawén and Hanne de Mora will continue to serve on the Board of Directors of Metso Outotec, and the current members of the Board of Directors of Metso, Mikael Lilius, Arja Talma, Kari Stadigh, Christer Gardell, Antti Mäkinen and Emanuela Speranza, will begin to serve as new members of the Board of Directors of Metso Outotec. Mikael Lilius, the current Chair of the Board of Directors of Metso, will begin to serve as the Chair of the Board of Directors of Metso Outotec and Matti Alahuhta, the current Chair of the Board of Directors of Outotec, will begin to serve as the Vice Chair of the Board of Directors of Metso Outotec, each for a term commencing on the registration date of the execution of the demerger and expiring at the end of the next Annual General Meeting of Metso Outotec. Pekka Vauramo, the current President and CEO of Metso, will begin to serve as the President and CEO of Metso Outotec.
Further, the resolutions of the Extraordinary General Meeting of Outotec held on October 29, 2019, as well as the AGM, regarding the amendment of Outotec's Articles of Association, remuneration of the members of the Board of Directors, and other matters stipulated in the demerger plan will take effect on the registration date of the execution of the demerger. In line with the resolution of the AGM, the Charter of the Shareholders’ Nomination Board is amended to ensure the functionality and adequacy of the Charter with respect to the combined Metso Outotec. The most significant amendments pertain to changing the number of members of the Nomination Board from four to five and the relevant date for the shareholding in respect to the appointment of members to the Nomination Board from October 1 to August 15, revising the qualification requirements pertaining to the members of the Board of Directors to correspond with the needs of Metso Outotec and amending the deadline for providing the Nomination Board’s proposals to the Board of Directors from February 15 to January 31. In 2020, the largest shareholders of Metso Outotec will be determined as at the registration date of the completion of Metso’s partial demerger based on the shareholders register of July 1, 2020.
Other matters relating to the completion of the combination
After the completion of the combination, Metso Outotec will consist of the following six business areas:
The following persons have been appointed to the Executive Team of Metso Outotec:
Composition of the Board of Directors and Executive Management Team of Neles
The independent Neles will be a well-known flow control solutions and services provider to the oil and gas refining, pulp, paper and bioproducts industries, chemicals and other process industries.
The Annual General Meeting of Metso elected the members of the Board of Directors of Neles on June 16, 2020. The Neles Board will consist of Jukka Moisio as Chair, Mark Vernon as Vice Chair, and Britta Giesen, Anu Hämäläinen, Niko Pakalén, Teija Sarajärvi and Petter Söderström as members.
The term of office of the Board of the future Neles Corporation will commence at the registration of the completion of the partial demerger of Metso and will expire at the end of the next Annual General Meeting of Neles.
The Neles Executive Management Team will consist of:
Metso published the strategy and mid-term financial targets for the independent Neles on May 25, 2020.
Information relating to the shares of Neles
Trading in the shares of Neles on the official list of Nasdaq Helsinki is expected to commence on July 1, 2020. Neles’ shares will be subject to trading on Nasdaq Helsinki under the trading code NELES (ISIN code: FI4000440664).
Further information, please contact:
Juha Rouhiainen, Vice President, Investor Relations, Metso Corporation, tel. +358 20 484 3253
Nasdaq Helsinki Ltd
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.