December 22, 2009
Outotec will commence the mandatory public tender offer for Larox on December 28, 2009
OUTOTEC OYJ STOCK EXCHANGE RELEASE, DECEMBER 22, 2009 AT 5.00 PM
Outotec will commence the mandatory public tender offer for Larox on December
28, 2009
Following the completion of the share transactions with certain main
shareholders of Larox Corporation ("Larox") on December 21, 2009, Outotec Oyj
("Outotec") will on December 28, 2009 commence a mandatory public tender offer
for all the remaining Larox shares as well as for all the unused subscription
rights relating to the 1994 bonus issue by Larox (the "Tender Offer").
The consideration offered in the Tender Offer is 0.45 Outotec shares for each
Larox series A share and 0.40 Outotec shares for each Larox series B share. As
required under the Finnish Securities Market Act, a cash consideration of EUR
10.76 for each series A share and EUR 9.56 for each series B share will be
offered as an alternative in the Tender Offer. The consideration offered for
each unused subscription right is EUR 11.47 in cash.
To the extent the number of the Outotec shares to be received by a Larox
shareholder who has accepted the Tender Offer against share consideration is not
a whole number, the fractional entitlements to Outotec shares shall be combined
and sold on NASDAQ OMX Helsinki Ltd. on behalf and for the benefit of the
shareholders entitled to fractions.
The offer consideration for each Larox series B share represents a premium of
approximately 36.6 per cent compared to the closing price of the Larox series B
share on NASDAQ OMX Helsinki Ltd. on October 14, 2009, which was the last
trading day before the announcement of the share transactions and the Tender
Offer, and a premium of approximately 41.8 per cent compared to the
volume-weighted average trading price of the Larox series B share during the
last 6 months preceding the announcement of the share transactions and Tender
Offer. The Larox series A share is not subject to public trading.
The acceptance period under the Tender Offer commences on December 28, 2009 at
9:30 am Finnish time and expires on January 22, 2010 at 4:00 pm Finnish time,
unless the offer period is extended.
The Finnish Financial Supervisory Authority has today approved the combined
tender offer document and offering circular relating to the Tender Offer (the
"Offer Document"). The Offer Document 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 from December 28, 2009 onwards. In addition, the printed
Offer Document 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 from December
28, 2009 onwards.
Most of the Finnish book-entry account operators will send a notification
regarding the Tender Offer and related instructions together with an acceptance
form to their customers who are registered as shareholders in the Larox
shareholders' register and as holders of subscription rights in the register of
subscription rights holders. Should any Larox shareholder or holder of
subscription rights not receive instructions or an acceptance form from their
book-entry account operator, such Larox shareholder or holder of subscription
rights can obtain an acceptance form from a branch office of Nordea Bank Finland
Plc. Larox shareholders whose shares are nominee registered and who wish to
accept the Tender Offer must submit their acceptance in accordance with the
instructions given by the administrator of their nominee registration.
Acceptance forms or other documents relating to the Tender Offer will not be
sent to nominee registered Larox shareholders.
A Larox shareholder or a subscription rights holder, who wishes to accept the
Tender Offer, must complete, sign and submit the duly signed acceptance form to
the account operator managing his/her book-entry account in accordance with the
instructions and within the time limit set by such account operator. Should the
account operator in question not accept acceptance forms, the form may be
submitted to a branch office of Nordea Bank Finland Plc.
Outotec will announce the preliminary result of the Tender Offer on or about the
first Finnish banking day following the expiry of the acceptance period or, if
applicable, the extended offer period, and will announce the final result of the
Tender Offer on or about the third Finnish banking day following the expiry of
such acceptance period. The announcement of the final result will confirm the
percentage of the shares and subscription rights that have been validly
tendered.
The detailed terms and conditions of the Tender Offer have been enclosed in
their entirety as an annex to this release (Annex 1).
Outotec may within the restrictions set by Finnish law acquire Larox shares also
outside the Tender Offer to a price that does not exceed the value of the offer
consideration.
Aventum Partners Ltd. acts as Outotec's financial advisor and Roschier,
Attorneys Ltd. as Outotec's legal advisor in connection with the Tender Offer.
Nordea Bank Finland Plc acts as the arranger of the Tender Offer.
Outotec Oyj
Board of Directors
For further information, please contact:
OUTOTEC OYJ
Tapani Järvinen, 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
e-mails: firstname.lastname@outotec.com
DISTRIBUTION
NASDAQ OMX Helsinki
Main media
www.outotec.com
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 December 21, 2009, was approximately
EUR 960 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 December 21, 2009, the market
capitalization of its series B shares subject to public trading was
approximately EUR 70 million. Additional information at www.larox.com
.
Annex 1: TERMS AND CONDITIONS OF THE TENDER OFFER
The terms and conditions of the Tender Offer have been presented below.
Capitalized terms appearing in the terms and conditions of the Tender Offer not
defined below have been defined in the Offer Document.
Object of the Tender Offer
Outotec offers to acquire, in accordance with the terms and conditions set forth
below, (i) all of the series A and B shares issued by Larox not owned by Outotec
or Larox and (ii) all of the Larox Subscription Rights (see "Larox Corporation -
Share Capital and Ownership Structure"). The completion of the Tender Offer is
not subject to any conditions to completion.
Should a Subscription Right holder subscribe with the Subscription Rights held
by him or her, for series B shares issued by Larox in connection with the Larox
1994 bonus issue, in accordance with the terms and conditions of said issue,
prior to the expiry of the Offer Period, said Subscription Right holder may
accept the Tender Offer with respect to such shares subscribed for once such
shares have been entered into the subscriber's book-entry account.
Offer Consideration
Outotec offers as Share Consideration 0.45 new Outotec shares for each Larox
series A share and 0.40 new Outotec shares for each Larox series B share or,
alternatively, a Cash Consideration of EUR 10.76 for each Larox series A share
and EUR 9.56 for each Larox series B share provided that the shares have been
validly tendered in accordance with the terms and conditions of the Tender
Offer. Outotec offers EUR 11.47 for each Subscription Right provided that the
Subscription Rights have been validly tendered in accordance with the terms and
conditions of the Tender Offer.
The General Meeting of Larox held on March 26, 2009 authorized the Board of
Directors of Larox to decide, by December 31, 2009, within its discretion, on
the possible payment of an additional dividend of EUR 0.20 per share at the
most, should the economic situation of the company allow it. Should the Board of
Directors of Larox decide to pay an additional dividend by virtue of said
authorization and the record date for such payment is (i) prior to the
Settlement Date of the Cash Consideration and the Subscription Right Offer Price
pursuant to the Tender Offer (see "Terms of Payment and Settlement - Cash
Consideration and Subscription Right Offer Price") or (ii) before title to the
Larox shares tendered against the Share Consideration passes to Outotec pursuant
to the terms and conditions of the Tender Offer (see "Transfer of Title - Share
Consideration"), an amount corresponding to the dividend paid shall be deducted
from the Offer Consideration and Subscription Right Offer Price for each Larox
share. The deduction will be made in a euro amount for the Cash Consideration
and the Subscription Right Offer Price. For the Share Consideration the
aggregate number of the New Shares to be issued on the basis of the exchange
ratio shall be reduced with a number of shares corresponding to the dividend
paid using EUR 23.90 as the calculated value per New Share.
To the extent the number of the New Shares to be received by a Larox shareholder
who has accepted the Tender Offer against the Share Consideration is not a whole
number, the fractions of New Shares shall be combined and sold on the Helsinki
Stock Exchange on behalf and for the benefit of the shareholders entitled to the
fractions, and the average selling price proceeds of such sales, deducted by
direct selling costs, will be accounted to the Larox shareholders in question
pro rata to the fractions held by such shareholders, on or about the thirteenth
(13.) banking day following the expiry of the Offer Period - see "Terms of
Payment and Settlement" below.
The New Shares to be issued as Share Consideration shall entitle to full
shareholder rights as of the registration of the shares, including the right to
Outotec's dividend for the year 2009.
The Offer Consideration and the Subscription Right Offer Price will be paid to
Larox shareholders and Subscription Right holders who have accepted the Tender
Offer in connection with the completion of the Tender Offer after the expiry of
the Offer Period- see below "Terms of Payment and Settlement".
Offer Period
The Offer Period commences on December 28, 2009 at 9:30 am (Finnish time) and
expires on January 22, 2010 at 4:00 pm (Finnish time) unless the Offer Period is
extended as set forth below.
Outotec may extend the Offer Period at any time. Outotec will announce a
possible extension of the Offer Period by a stock exchange release on January
22, 2010 at the latest. Outotec will announce any possible further extension of
an already extended Offer Period on the last day of such extended Offer Period
at the latest. Should Outotec extend the Offer Period, the Offer Period will
expire on the new expiry date set by Outotec so that the Offer Period will,
however, always continue for at least five (5) banking days after such
announcement. The maximum duration of the Offer Period (including a possible
extension of the Offer Period) is ten (10) weeks.
Acceptance Procedure for the Tender Offer
Most of the Finnish book-entry account operators will send a notification
regarding the Tender Offer and related instructions together with an acceptance
form to their customers who are registered as shareholders in the Larox
shareholders' register and as Subscription Right holders in the register of
Subscription Right holders. Should any Larox shareholder or Subscription Right
holder not receive instructions or the acceptance form from their book-entry
account operator, such Larox shareholder or Subscription Right holder may accept
the Tender Offer in a branch office of Nordea Bank Finland Plc.
The Tender Offer may be accepted by a Larox shareholder registered in the
shareholders' register during the Offer Period and Subscription Right holder
registered in the register of Subscription Right holders during the Offer
Period. A shareholder may accept the Tender Offer against the Share
Consideration or the Cash Consideration. A Subscription Right holder may accept
the Tender Offer only against the Subscription Right Offer Price. Alternatively,
a Subscription Right holder may subscribe with the Subscription Rights held by
him or her, for series B shares issued by Larox in connection with the Larox
1994 bonus issue in accordance with the terms and conditions of said issue, and
accept the Tender Offer with respect to such shares subscribed for by him or her
against the Share Consideration or the Cash Consideration (see "Subscription for
Larox Shares on the basis of the Subscription Rights").
A Larox shareholder or a Subscription Right holder, as the case may be,
submitting an acceptance must have a cash account with a financial institution
operating in Finland. A shareholder or a Subscription Right holder may accept
the Tender Offer only unconditionally. Acceptance of the Tender Offer must be
submitted separately for each book-entry account. The acceptance of the Tender
Offer is valid for all the Larox shares or Subscription Rights registered on the
book-entry account stated on the acceptance form of the shareholder or
Subscription Right holder at the moment when (i) the trades for the Larox shares
tendered against the Cash Consideration or for the Subscription Rights are
executed (see "Terms of Payment and Settlement - Cash Consideration and
Subscription Right Offer Price") or (ii) the Larox shares tendered against the
Share Consideration are transferred to Outotec's book-entry account (see
"Transfer of Title - Share Consideration").
Larox shareholders whose shares are nominee registered and who wish to accept
the Tender Offer must submit their acceptance in accordance with the
instructions given by the administrator of their nominee registration.
Acceptance forms or other documents relating to the Tender Offer will not be
sent to nominee registered Larox shareholders.
With respect to pledged Larox shares and Subscription Rights, the acceptance of
the Tender Offer requires the consent of the pledgee. The obtaining of such
consent is at the responsibility of the relevant Larox shareholder or
Subscription Right holder. The pledgee's consent must be delivered in writing to
the account operator, or to another party to whom the acceptance has been
submitted.
A Larox shareholder or a Subscription Right holder, who wishes to accept the
Tender Offer, must complete, sign and submit the duly signed acceptance form to
the account operator managing his or her book-entry account in accordance with
the instructions and within the time limit set by such account operator. Should
the account operator in question not accept acceptance forms (e.g. Euroclear
Finland Ltd ("Euroclear Finland")), the Tender Offer may be accepted at a branch
office of Nordea Bank Finland Plc. Outotec reserves the right to reject any
erroneously or deficiently completed acceptance forms.
The acceptance form shall be submitted so that it is received within the Offer
Period (including any extension of the Offer Period) taking into account,
however, the instructions given by the relevant account operator. The method of
delivery of the acceptance form is at the shareholder's or the Subscription
Right holders' option and risk, and delivery will be deemed made only once
actually received by the relevant account operator or Nordea Bank Finland Plc.
By accepting the Tender Offer against the Share Consideration a Larox
shareholder authorizes Nordea Bank Finland Plc or his or her book-entry account
operator or its representative to enter a temporary type of book-entry of Larox
on his or her book-entry account (see "Terms of Payment and Settlement"). The
temporary type of book-entry cannot be assigned, pledged or otherwise disposed
of before it has been exchanged into New Shares. Furthermore, a shareholder who
has accepted the Share Consideration authorizes Nordea Bank Finland Plc to sell
all the Larox shares held by such shareholder to Outotec in accordance with the
terms and conditions of the Tender Offer, subscribe for, on his or her behalf,
the New Shares to be given as Share Consideration, sell any fractional New
Shares on behalf and for the benefit of the shareholder in accordance with the
terms and conditions of the Tender Offer and to perform other necessary entries
and undertake any other measures necessary for the technical completion of the
Tender Offer.
A Larox shareholder and/or a Subscription Right holder, who has validly accepted
the Tender Offer in accordance with the terms and conditions of the Tender
Offer, may not sell, pledge or otherwise dispose of shares and/or Subscription
Rights that have been tendered in the Tender Offer, unless otherwise provided by
mandatory law. By accepting the Tender Offer against the Cash Consideration or
the Subscription Right Offer Price a Larox shareholder and/or a Subscription
Right holder authorizes Nordea Bank Finland Plc or the account operator managing
his or her book-entry account or its representative to enter a transfer
restriction in respect of the Larox shares and/or Subscription Rights on his or
her book-entry account (see "Terms of Payment and Settlement").
Furthermore, a Larox shareholder and/or a Subscription Right holder who has
accepted the Tender Offer against the Cash Consideration or the Subscription
Right Offer Price, authorizes Nordea Bank Finland Plc or his or her account
operator or its representative or his or her asset manager to sell all the Larox
shares and/or Subscription Rights owned by such shareholder and/or Subscription
Right holder in accordance with the terms and conditions of the Tender Offer and
to perform other necessary entries and undertake any other measures necessary
for the technical completion of the Tender Offer.
Announcement of the Result of the Tender Offer
The preliminary result of the Tender Offer will be announced by a stock exchange
release on or about the first (1.) banking day in Finland following the expiry
of the Offer Period (including any possible extension of the Offer Period). The
final result of the Tender Offer will be announced on or about the third (3.)
banking day in Finland following the expiry of the Offer Period (including any
possible extension of the Offer Period). The announcement of the final result
will confirm the amount of Larox shares and Subscription Rights in respect of
which the Tender Offer has been validly accepted.
Terms of Payment and Settlement
Share Consideration
When an account operator or Nordea Bank Finland Plc has received an acceptance
against Share Consideration in accordance with the terms and conditions of the
Tender Offer, the Larox shares on a shareholder's book-entry account will be
exchanged to the Larox temporary type of book-entry using an exchange ratio of
1:1 and the Larox temporary type of book-entry will be entered on the book-entry
account of the Larox shareholder who has accepted the Tender Offer.
The Larox temporary type of book-entry is a technical means to enable the
payment of the Share Consideration. A Larox shareholder who has accepted the
Share Consideration shall after entry of the temporary type of book-entry on the
relevant book-entry account, retain the Larox shareholder rights until title to
the Larox shares has passed to Outotec (see "Transfer of Title").
After the expiry of the Offer Period, the Larox temporary type of book-entry
will be exchanged to New Shares in the book-entry securities system in
accordance with the Share Consideration exchange ratio. The New Shares will be
entered on the book-entry accounts of the Larox shareholders on or about the
seventh (7.) banking day in Finland following the expiry of the Offer Period
(including any extension of the Offer Period), when the New Shares have been
registered with the Finnish Trade Register and into the book-entry securities
system.
To the extent the number of the New Shares to be received by a Larox shareholder
is not a whole number, the proceeds accruing to the shareholder from the sale of
the possible fractions will be paid on or about the thirteenth (13.) banking day
following the expiry of the Offer Period (including any possible extension of
the Offer Period) (the "Accounting Date") to the bank account attached to the
shareholder's book-entry account or, with respect to nominee registered
shareholders, to the bank account defined by the administrator of the nominee
registration. If the bank account of the shareholder is with a different banking
institution than such shareholder's book-entry account, the proceeds accruing
from the sale of the possible fractional entitlements will be accounted to the
shareholder's bank account in accordance with the schedule of money transactions
between banking institutions so that the payment will be received on the
shareholder's bank account within approximately two (2) banking days after the
Accounting Date, at the latest.
Cash Consideration and Subscription Right Offer Price
The sale of Larox shares and Subscription Rights that have been validly tendered
in the Tender Offer against the Cash Consideration or the Subscription Right
Offer Price will be executed no later than on the fourth (4.) banking day
following the expiry of the Offer Period (including any possible extension of
the Offer Period) (the "Completion Date"). The sale of the series B shares will
take place on the Helsinki Stock Exchange or outside the Helsinki Stock
Exchange. The sale of the series A shares and Subscription Rights will take
place outside the Helsinki Stock Exchange.
Settlement of the sales will be effected on or about the third (3.) banking day
following the Completion Date (the "Settlement Date"). The Cash Consideration
and the Subscription Right Offer Price will be paid on the Settlement Date to
the bank account attached to a shareholder's or Subscription Right holder's
book-entry account, or, with respect to nominee registered shareholders, to the
bank account defined by the administrator of the nominee registration. If the
bank account of the shareholder or a Subscription Right holder is with a
different banking institution than his or her book-entry account, the Cash
Consideration or the Subscription Right Offer Price will be paid to the bank
account of the shareholder or the Subscription Right holder in accordance with
the schedule of money transactions between banking institutions so that the
payment will be received on the shareholder's or Subscription Right holders'
bank account within approximately two (2) banking days after the Settlement Date
at the latest.
Other Matters
Outotec reserves the right to postpone the payment of the Offer Consideration
and the Subscription Right Offer Price if such payment is prevented or
interrupted due to a force majeure event. Outotec will, however, make the
payment immediately once such force majeure event has been resolved.
Transfer of Title
Share Consideration
Title to the Larox shares that have been tendered against the Share
Consideration in the Tender Offer will pass to Outotec when Nordea Bank Finland
Plc has, based on an authorization, on behalf of the Larox shareholders who have
accepted the Share Consideration, subscribed for the New Shares issued by
Outotec, and transferred the Larox shares from such shareholders' book-entry
accounts to Outotec's book-entry account, on or about the fourth (4.) banking
day in Finland following the expiry of the Offer Period (including any extension
of the Offer Period).
Cash Consideration and Subscription Right Offer Price
Title to the Larox shares and Subscription Rights which have been tendered
against the Cash Consideration or the Subscription Right Offer Price will pass
to Outotec on the Settlement Date against the payment of the Cash Consideration
and/or the Subscription Right Offer Price.
Shares that have not been Transferred into the Book-Entry Securities System
A Larox shareholder who wishes to accept the Tender Offer with respect to shares
that have not been transferred into the book-entry securities system shall first
transfer the Larox shares into the book-entry securities system through his or
her own account operator or asset manager. The shareholder must in such event
convey the share certificates relating to such shares and present evidence of
title to such shares.
Subscription for Larox Shares on the basis of the Subscription Rights
A Subscription Right holder may, prior to the expiry of the Offer Period, with
the Subscription Rights held by him or her, in accordance with the terms and
conditions of the Larox 1994 bonus issue, subscribe for the series B shares
issued by Larox in connection with said bonus issue. A Subscription Right holder
may accept the Tender Offer with the shares subscribed for on the basis of the
Subscription Rights either against the Share Consideration or against the Cash
Consideration after such shares have been entered on the subscriber's book-entry
account. The acceptance of the Tender Offer must be submitted during the Offer
Period as described in section "Acceptance Procedure for the Tender Offer".
Validity of Acceptance
The acceptance of the Tender Offer is binding and it cannot be withdrawn unless
otherwise set forth in the applicable legislation.
However, a Larox shareholder or Subscription Right holder, who has accepted the
Tender Offer, may withdraw the acceptance during the Offer Period in accordance
with Chapter 6, Section 8 of the Securities Market Act, should a competing
tender offer for the Larox shares be published during the Offer Period.
A Larox shareholder or a Subscription Right holder who has accepted the Tender
Offer, may become entitled to withdraw the acceptance of the Tender Offer as a
consequence of a possible supplementing of the Offer Document. Information
regarding a possible withdrawal right and related instructions will be announced
separately by a stock exchange release.
Obligation to Increase the Consideration and to Pay Compensation
If Outotec or another party referred to in Chapter 6, Section 10, Subsection 2
of the Securities Market Act acquires, before the expiry of the Offer Period,
Larox shares and/or Subscription Rights at a higher price than the Offer
Consideration and/or Subscription Right Offer Price or otherwise on terms that
are more favorable than those of the Tender Offer, Outotec must, according to
Chapter 6, Section 13 of the Securities Market Act, amend the terms and
conditions of the Tender Offer to correspond to those of such acquisition on
more favorable terms (obligation to increase the offer). Outotec shall then,
without delay, make public the triggering of such obligation to increase the
offer and pay to such shareholders and/or Subscription Right holders who have
accepted the Tender Offer, in connection with the completion of the Tender
Offer, the difference between the consideration paid in such acquisition made on
more favorable terms and the Offer Consideration and/or Subscription Right Offer
Price offered in the Tender Offer.
Should Outotec or another party referred to in Chapter 6, Section 10, Subsection
2 of the Securities Market Act, during the nine (9) months following the expiry
of the Offer Period acquire Larox shares and/or Subscription Rights at a higher
price than the Offer Consideration and/or Subscription Right Offer Price or
otherwise on terms that are more favorable than those of the Tender Offer,
Outotec must, according to Chapter 6, Section 13 of the Securities Market Act,
compensate those holders of securities who have accepted the Tender Offer for
the amount equal to the difference between the acquisition on more favorable
terms and the consideration offered in the Tender Offer (obligation to
compensate). Outotec shall then, without delay, make public the triggering of
the obligation to compensate and pay the difference between the consideration
paid in such acquisition on more favorable terms and the Offer Consideration
and/or Subscription Right Offer Price to the shareholders and/or Subscription
Right holders who have accepted the Tender Offer within one month after the
triggering of such obligation to compensate.
According to Chapter 6, Section 13, Subsection 5 of the Securities Market Act,
the obligation to compensate shall, however, not be triggered in case the
payment of a higher price than the Offer Consideration and/or Subscription Right
Offer Price is based on an arbitral award pursuant to the Finnish Companies Act,
provided that Outotec or any other party referred to in Chapter 6, Section 10,
Subsection 2 of the Securities Market Act has not offered to acquire shares in
Larox on terms that are more favorable than those of the Tender Offer before or
during the arbitral proceedings.
Transfer Tax and Other Payments
Outotec shall pay the Finnish transfer tax, if any, payable upon the sale of
Larox shares and/or Subscription Rights (see "Taxation - Transfer Tax").
Each Larox shareholder and Subscription Right holder is liable for payments
which the account operator, based on the agreement entered into with the
shareholder or a Subscription Right holder, may charge for the transfer into the
book-entry securities system of such Larox shares that have not been transferred
into the book-entry securities system, or for the subscription for Larox shares
issued in connection with the Larox 1994 bonus issue on the basis of the
Subscription Rights and for the fees and commissions and other costs charged by
account operators, asset managers, administrators of nominee registered shares
or other parties for the release of collateral or the revoking of any other
restrictions preventing the sale of shares and/or Subscription Rights.
Outotec is liable for other customary costs relating to book-entry registrations
required for the purposes of the Tender Offer and the completion of the sale of
the shares and Subscription Rights pursuant to the Tender Offer.
Other Information
Outotec reserves the right to amend the terms and conditions of this Tender
Offer in accordance with Chapter 6, Section 7 of the Securities Market Act.
Should a competing tender offer be published by a third party during the Offer
Period, Outotec reserves the right in accordance with Chapter 6, Section 8 of
the Securities Market Act to extend the Offer Period and to amend the terms and
conditions of the Tender Offer.
Outotec has a right, at its sole discretion and within the limits set by the
applicable legislation, to decide on all other matters related to the Tender
Offer.
The Tender Offer is not being made directly or indirectly in the United States,
Australia, Canada, Hong Kong, Japan, New Zealand or South-Africa, or any other
jurisdiction where prohibited by applicable law and this Offer Document and
related acceptance forms are 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. This Offer Document is not an offer or
invitation for tender for the sale or purchase of shares in states where such
offer or invitation for tender is prohibited by law. Persons to whose possession
this Offer Document comes are required by the Offeror to inform themselves about
and to observe the restrictions applicable to them. Non-compliance of these
restrictions may violate the securities laws of the mentioned states. The
Offeror or its representatives do not accept any legal responsibility for such
violations regardless of whether the persons contemplating to accept of the
Tender Offer are aware of such restrictions or not.