NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE “UNITED STATES”)) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (EACH A “U.S. PERSON”)) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
On November 23, 2022, Metso Outotec Corporation (the “Offeror”) launched an invitation to the holders of its outstanding EUR 300,000,000 1.125 per cent. Senior Notes due 2024 (ISIN: XS1626574708; Common Code: 162657470) (the “Notes”) to tender any and all of their Notes for purchase by the Offeror for cash (the “Offer”).
Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the tender offer memorandum dated November 23, 2022, (the “Tender Offer Memorandum”) relating to the Offer.
The Offer expired at 4:00 p.m. (London time) on November 30, 2022, and no further Notes can be tendered for purchase. As at the Expiration Deadline, an aggregate nominal amount of EUR 103,148,000 of the Notes had been validly tendered pursuant to the Offer.
The Offeror has decided to accept for purchase all Notes validly tendered pursuant to the Offer, subject only to the satisfaction or waiver (at the sole discretion of the Offeror) of the New Issue Condition (which is expected to be satisfied prior to the Settlement Date, by the issue of the EUR 300,000,000 4.875 per cent. Senior Fixed Rate Notes due 2027 (the “New Notes”) by the Offeror under its EUR 2,000,000,000 Euro Medium Term Note Programme).
The Offeror announced the pricing of the New Notes on November 28, 2022. The New Notes will, subject to the satisfaction or waiver of customary conditions precedent, be issued on December 7, 2022.
Accordingly, the results of the Offer are as follows:
|Description of Notes||Outstanding nominal amount(1)||Nominal amount of the Notes accepted for purchase(2)||Interpolated Mid-Swap Rate||Fixed Purchase Spread||Purchase Yield||Purchase Price||Accrued Interest Payment||Outstanding nominal amount following the Settlement Date(2)|
|EUR 300,000,000 1.125 per cent. Senior Notes due 2024 (ISIN: XS1626574708; Common Code: 162657470) issued by the Offeror||EUR 300,000,000||EUR 103,148,000||2.793 per cent.||40 bps||3.193 per cent.||96.989 per cent.||EUR 5.49 per EUR 1,000 nominal amount||EUR 196,852,000|
(1) As at the date of the Tender Offer Memorandum.
(2) Subject to the satisfaction or waiver (at the sole discretion of the Offeror) of the New Issue Condition.
The Settlement Date for the Offer (subject to the satisfaction or waiver (at the sole discretion of the Offeror) of the New Issue Condition) will be December 8, 2022.
Following the Settlement Date, the Notes repurchased by the Offeror pursuant to the Offer will be cancelled and will not be re-issued or re-sold. Notes not repurchased pursuant to the Offer will remain outstanding.
The Offeror will also pay the Accrued Interest Payment in respect of all Notes accepted for purchase on the Settlement Date.
Minna Helppi, SVP Group Treasurer, Metso Outotec Corporation, tel. +358 40 772 1024, minna.helppi(a)mogroup.com
Nasdaq Helsinki Ltd
Metso Outotec is a frontrunner in sustainable technologies, end-to-end solutions and services for the aggregates, minerals processing and metals refining industries globally. By improving our customers’ energy and water efficiency, increasing their productivity, and reducing environmental risks with our product and process expertise, we are the partner for positive change. Metso Outotec is committed to limiting global warming to 1.5°C with Science Based Targets.
Headquartered in Helsinki, Finland, Metso Outotec employs over 15,000 people in more than 50 countries and its sales for 2021 were about EUR 4.2 billion. The company is listed on the Nasdaq Helsinki. mogroup.com, www.metso.com/twitter/