Outokumpu - Announcement regarding an arrangement which, if completed, will result in change of holdings (Chapter 9, Section 10 of the Finnish Securities Market Act)

OUTOKUMPU OYJ
STOCK EXCHANGE RELEASE
December 2, 2013 at 9.50 am EET
 

Outokumpu Oyj (business identity code: 0215254-2) has on November 30, 2013 received a notification based on Chapter 9, Section 5 of the Finnish Securities Market Act from Solidium Oy (business identity code: 2245475-9).

This notification by Solidium Oy contains the following information:

Solidium Oy currently holds 453 802 237 shares in Outokumpu Oyj, representing 21.8% of all shares and voting rights in Outokumpu Oyj. Solidium Oy’s holding in the shares and voting rights of Outokumpu Oyj exceeds 25% and rises to 29.9% after the completion of a share purchase agreement signed on November 29, 2013.

Outokumpu Oyj and ThyssenKrupp AG have on November 29, 2013 signed an agreement whereby Outokumpu Oyj will, among others, sell the Terni remedy assets and VDM business with related assets to ThyssenKrupp AG. Additional information on the arrangement is given in the stock exchange release of Outokumpu Oyj. The completion of the arrangement is subject to among others necessary regulatory approvals, and it is expected to be completed during the first quarter of 2014. In connection with the arrangement, ThyssenKrupp AG will divest all its shares in Outokumpu Oyj by selling these shares to certain arranger banks who will sell them further to institutional investors. Solidium Oy has on November 29, 2013 signed a share purchase agreement whereby it acquires 167 544 086 shares in Outokumpu Oyj from the aforementioned banks. The completion of the share purchase is subject to the completion of the arrangement between Outokumpu Oyj and ThyssenKrupp AG, described above and the decision on the rights issue by the Outokumpu Oyj’s Board of Directors.

Outokumpu Oyj plans to arrange the rights issue immediately after the completion of the arrangement. In addition, Solidium Oy has on November 29, 2013 given a commitment to Outokumpu Oyj whereby it commits (i) in accordance with the terms of the commitment to subscribe for shares in the aforementioned rights issue of Outokumpu Oyj in full according to its holding after the completion of the share purchase as well as (ii) support the proposals of the Board of Directors of Outokumpu Oyj relating to the rights issue at the general meeting of shareholders to be convened for such purpose. The implementation of the subscription commitment is subject among others to the completion of the aforementioned share purchase.

After the completion of the share purchase, Solidium Oy’s holding in the shares and voting rights of Outokumpu Oyj increases to 29.9% (exceeds 25% notification threshold). Because of the underwriting for the rights issue given by third parties and the terms of the subscription commitment, Solidium’s proportional holding in the shares and voting rights of Outokumpu Oyj will not change in connection with the transaction as a result of Solidium subscribing for shares in accordance with its subscription commitment. The exact number of shares that Solidium Oy will have after the completion of the rights issue is currently unknown and depends on the terms of the rights issue.

Aforementioned 29.9% is Solidium Oy’s holding in the shares and voting rights of Outokumpu Oyj that Solidium Oy will have after the completion of the share purchase and the rights issue arranged by Outokumpu Oyj, if the rights issue is subscribed in full and Solidium Oy subscribes shares in full in accordance with its shareholding after the completion of the share purchase. 

Outokumpu Oyj has a total of 2 078 081 348 shares. Each share carries one vote.

For more information:

Investors: Johanna Henttonen, tel. +358 9 421 3804, mobile +358 40 530 0778

Media: Kari Tuutti, tel. +358 40 717 0830

Outokumpu Group



Outokumpu is the global leader in stainless steel and high performance alloys. We create advanced materials that are efficient, long lasting and recyclable – thus building a world that lasts forever. Stainless steel, invented a century ago, is an ideal material to create lasting solutions in demanding applications from cutlery to bridges, energy and medical equipment: it is 100% recyclable, corrosion-resistant, maintenance-free, durable and hygienic. Outokumpu employs more than 15 000 professionals in more than 40 countries, with headquarters in Espoo, Finland and shares listed in the NASDAQ OMX Helsinki. www.outokumpu.com