Metso's Board of Directors rejected new approach from Weir

Metso's Board of Directors rejected new approach from Weir

Metso  Corporation's stock exchange release  on May 28, 2014 at 10:25 a.m. local

Metso  Corporation confirms information  released by The  Weir Group relating to
its  latest proposal to Metso concerning a potential business combination of the
two  companies. Following thorough and careful consideration of the interests of
the  company's shareholders, Metso's  Board of Directors  decided to reject also
this  revised proposal. The Board concluded  that the revised proposal continues
to  significantly  undervalue  Metso  and  the  value  to  shareholders of Metso
continuing as an independent company pursuing its own growth strategy.

The  revised proposal was based on an assessment  of the value of Weir and Metso
shares  and proposed an  exchange ratio of  0.95 Weir shares per  Metso share, a
small  increase  on  the  initial  exchange  ratio of 0.84 Weir shares. In their
revised  proposal, Weir calculated that the  proposal placed an implied value of
EUR 29.40 on Metso shares, based on the market price for Weir share and currency
exchange  rate on May 19, 2014. This exchange  ratio would imply an ownership of
40% in  the combined company for Metso's shareholders, compared to 37.1% for the
initial offer.

Metso  is a leading  process performance provider,  with strong positions in the
mining,  construction, and oil & gas industries. All of its core businesses have
significant  opportunities  for  growth.  Metso  has  successfully completed the
demerger  of Valmet Corporation and the Board  believes that the company and its
management  team have significant opportunities  to deliver substantial value to
shareholders  in  its  different  end  markets  across  mining, construction and

The  mining capital  equipment market  is currently  experiencing a  trough, and
historical  benchmarks indicate there is room for  upside in the market when the
investment cycle turns. Weir's offer is made at a timing when the mining capital
equipment  business is at a low point  in the cycle. In addition, the management
of  Metso  is  focused  on  delivering  financial performance through a range of
initiatives  like the ongoing cost efficiency program and the development of its
services  business.  Based  on  these  factors,  amongst others, the Metso Board
firmly believes that the Weir revised proposal significantly undervalues Metso's
prospects.  Also the timing  of the revised  proposal is opportunistic given the
relative position in the cycle of the respective end markets of Metso and Weir.

"We have considered the approaches from Weir carefully and thoroughly," says
Mikael Lilius, Chairman of the Metso Board. "We have also carefully considered
the opportunities that Metso has as an independent company and its strong growth
prospects. We believe that Metso has a real opportunity to create significant
value for all its shareholders by pursuing its own course and that the proposal
from Weir significantly undervalues this opportunity and that a takeover by Weir
at these conditions would not be in our shareholders' best interests."

Metso is a leading process performance provider, with customers in the mining,
construction, and oil & gas industries. Our focus is on the continuous
development of intelligent solutions that improve sustainability and
profitability. Metso's
shares are listed on the NASDAQ OMX Helsinki Ltd. Metso employs around 16,000
in 50 countries. Expect results.,

Further information, please contact:

Mikael Lilius, Chairman of the Board, Metso Corporation, tel +358 20 484 3001

Metso Corporation

Harri Nikunen


Juha Rouhiainen

VP, Investor Relations


NASDAQ OMX Helsinki Ltd