Final result of Outotec's mandatory public tender offer for Larox shares and directed share issue to
(Thomson Reuters ONE) - OUTOTEC OYJ STOCK EXCHANGE RELEASE, JANUARY 27, 2010 AT 2.15 PMFinal result of Outotec's mandatory public tender offer for Larox shares anddirected share issue to Larox shareholdersThe 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 notown, as well as for the unused subscription rights relating to the 1994 bonusissue by Larox (the "Subscription Rights")(the "Tender Offer") expired onJanuary 22, 2010.According to the final result of the Tender Offer, the shares tendered in theTender Offer, together with the Larox shares already owned by Outotec, representapproximately 98.5% of all the Larox shares and approximately 99.7% of all thevotes attached to the Larox shares. All the remaining Larox series A shares havebeen tendered in the Tender Offer.According to the final result of the Tender Offer, 28 Subscription Rights, whichentitle to subscribe for a total of 30 Larox shares, have been tendered in theTender Offer. Using these Subscription Rights for the subscription of Laroxshares does not affect the above percentages.The offer consideration will be paid to the shareholders and Subscription Rightholders who have validly accepted the Tender Offer on or about February 2, 2010in accordance with the terms and conditions of the Tender Offer.The Board of Directors of Outotec will on January 28, 2010 by virtue of theauthorization given to the Board of Directors by the Annual General Meeting heldon March 18, 2009, decide on the directed share issue required for the paymentof the consideration in accordance with the terms and conditions of the TenderOffer to the Larox shareholders who have accepted the Tender Offer against shareconsideration. In the directed share issue a maximum of 1,016,954 new Outotecshares will be offered for subscription in accordance with the exchange ratiounder the terms and conditions of the Tender Offer. The completion of the TenderOffer will enable the combination of the businesses of Outotec and Larox, andthere are thus weighty financial reasons to deviate from the pre-emptivesubscription right of shareholders.The new Outotec shares will be registered with the Trade Register and admittedto 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'sownership 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 theshares, Outotec will initiate compulsory acquisition proceedings for theremaining Larox shares under the Finnish Companies Act immediately after thecompletion of the Tender Offer.Outotec may also purchase Larox series B shares in public trading on NASDAQ OMXHelsinki or otherwise at a price not exceeding the offer price for the series Bshares, which is EUR 9.56 in cash (or alternatively 0.40 Outotec shares) foreach share. Outotec may also purchase Subscription Rights at a price which doesnot exceed the Subscription Right offer price, which is EUR 11.47 in cash foreach Subscription Right.Outotec OyjBoard of DirectorsFor further information, please contact:OUTOTEC OYJPertti Korhonen, CEO, tel. +358 20 529 211Vesa-Pekka Takala, CFO, tel. +358 20 529 211, +358 40 570 0074Rita Uotila, VP - Investor Relations, tel. +358 20 529 2003, +358 400 954 141Eila Paatela, VP - Corporate Communications, tel. +358 20 529 2004, +358400 817 198e-mails: firstname.lastname(at)outotec.com
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Datum: 27.01.2010 - 07:17 Uhr
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