OUTOTEC OYJ STOCK EXCHANGE RELEASE, JANUARY 19, 2010 AT 2.30 PM
Outotec supplements the offer document with a stock exchange release published by Larox
Larox Corporation ("Larox") has on January 18, 2010 published a stock exchange release regarding its write-off of deferred taxes attached as Annex 1 to this release.
Outotec has decided to supplement the combined tender offer document and listing particulars (the "Offer Document") relating to its tender offer for Larox (the "Tender Offer") with this release and the stock exchange release published by Larox on 18 January 2010 attached hereto as Annex 1.
As a consequence of supplementing the Offer Document a right to withdraw the acceptance of the Tender Offer becomes under the Finnish Securities Market Act available to the Larox shareholders and holders of the unused subscription rights relating to the 1994 bonus issue by Larox (the "Subscription Rights") who have accepted the Tender Offer.
The proper withdrawal of the shares and Subscription Rights validly tendered requires that a written notice of withdrawal is submitted to the same account operator to whom the acceptance form with respect to such Larox shares or Subscription Rights was submitted, in such manner, that it is received by January 21, 2010. In case the acceptance form was submitted to Nordea Bank Finland plc, the notice of withdrawal must be submitted to Nordea Bank Finland plc. In case of holdings that are registered in the name of a nominee, the shareholder shall instruct the nominee to submit the notice of withdrawal. The delivery of the notice of withdrawal will be deemed made only once actually received by the relevant account operator or Nordea Bank Finland plc.
If a shareholder who has accepted the Tender Offer against share consideration withdraws its acceptance in accordance with the procedure described above, the temporary type of book-entry of Larox entered on the shareholder's book-entry account will be converted back into corresponding Larox shares in the book-entry system and the shares will be entered on the shareholder's book-entry account as soon as possible and within approximately three (3) Finnish banking days following the receipt of a proper notice of withdrawal.
If a shareholder or a Subscription Right holder who has accepted the Tender Offer against cash consideration or the Subscription Right offer price withdraws its acceptance in accordance with the procedure described above, the transfer restriction registered on the tendered shares or Subscription Rights on the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the receipt of a proper notice of withdrawal.
A shareholder or Subscription Right holder may at any time prior to the expiry of the offer period under the Tender Offer re-tender withdrawn shares and Subscription Rights by following the acceptance procedures described in the terms and conditions of the Tender Offer. The offer period under the Tender Offer expires on January 22, 2010 unless the offer period is extended.
The account operator managing the relevant book-entry account or a nominee may charge a fee for withdrawals in accordance with its price lists.
The Offer Document, together with this supplement thereto, will be available at the website of Outotec at www.outotec.com and at the website of Nordea Bank Finland Plc at www.nordea.fi/sijoita. In addition, the printed Offer Document, together with this supplement thereto, will be available at the offices of Nordea Bank Finland Plc, the Nordea Private Banking units as well as at the service point of NASDAQ OMX Helsinki Ltd. at Fabianinkatu 14, FI-00100 Helsinki, Finland.
Board of Directors
For further information, please contact:
Pertti Korhonen, CEO, tel. +358 20 529 211
Vesa-Pekka Takala, CFO, tel. +358 20 529 211, +358 40 570 0074
Rita Uotila, VP - Investor Relations, tel. +358 20 529 2003, +358 0400 954 141
Eila Paatela, VP - Corporate Communications, tel. +358 20 529 2004, +358 400 817 198
NASDAQ OMX Helsinki
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND THIS STOCK EXCHANGE RELEASE IS NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW BY ANY MEANS WHATSOEVER INCLUDING, WITHOUT LIMITATION, MAIL, FACSIMILE TRANSMISSION, E-MAIL OR TELEPHONE.
Information regarding the companies
Outotec is a leading international developer and provider of technologies for the mining and metallurgical industries. It offers innovative and environmentally sound plants, processes, equipment and services to its customers worldwide. Outotec's sales in 2008 amounted to approximately EUR 1.2 billion and the company has approximately 2,500 employees in 21 countries. Outotec's headquarters are located in Espoo, Finland. Outotec is listed on NASDAQ OMX Helsinki and its market capitalization on January 18, 2010, was approximately EUR 1,170 million. Additional information at www.outotec.com.
Larox develops and delivers industrial filters for separating solids from liquids. Larox's filtration solutions are mainly used worldwide in the mining and metallurgical industries as well as in chemical processing. Larox operates in over 40 countries. The company is headquartered in Lappeenranta, Finland and it has production facilities in Finland and China. Sales in 2008 totalled EUR 208.0 million, and the number of employees was approximately 560. Larox is listed on NASDAQ OMX Helsinki and on January 18, 2010, the market capitalization of its series B shares subject to public trading was approximately EUR 77 million.
Larox Corporation Company announcement 18.1.2010 at 10.30 am
Write-off of deferred taxes further deepens Larox's negative result for the year
Larox Corporation announced in a company announcement published in September 25, 2009 the Group result 2009 to be clearly negative because of the 4.6 million euros non-recurring costs related to the adjustment measures.
The loss, which is bigger than expected, is due to reasons beyond Larox's business operations. Following the share transaction realized at the end of December 2009 Outotec Oyj has received control of Larox and Larox has become subsidiary of Outotec Oyj.
With the change of the ownership Larox looses the confirmed losses in the taxation of certain subsidiaries, and the related deferred taxes of approximately 4 million euros will be written off in the Group financial statements 2009. Based on preliminary calculations and the write-off of deferred taxes Larox estimates that the loss will be clearly bigger than expected.
Larox will publish the result 2009 on February 9, 2010.
CFO & Vice President, Corporate Service
Phone +358 207 687 228
Fax +358 207 687 327
Distribution NASDAQ OMX Helsinki Ltd., Central Media
Larox develops, designs and manufactures industrial filters and is a leading technology company in its field. Larox is a full service solution provider in filtration for separating solids from liquids. It supplies comprehensive aftermarket services throughout the lifespan of the Larox solution. Companies world-wide in mining and metallurgy, chemical processing and related industries benefit from the Larox technologies. Larox operates in over 40 countries and has about 600 employees. Larox has production facilities in Finland and in China, and the Group is headquartered in Lappeenranta, Finland. Net sales in 2008 totaled 208.0 million euros, of which more than 93% were generated by exports and the company's foreign operations.