Metso Corporation's stock exchange release on May 19, 2025, at 02:00 p.m. EEST
NOT FOR RELEASE, PUBLICATION, DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED
OR RESIDENT IN THE UNITED STATES OF AMERICA, 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 OF
AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR TO ANY U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(EACH A “U.S. PERSON”)) OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
Metso Corporation (the “Offeror” or “Metso”) has today launched an invitation to
holders of the outstanding EUR 300,000,000 4.875 per cent Notes due 2027 (the
“Notes”) issued by Metso, to tender their Notes for purchase by the Offeror for
cash up to EUR 130,000,000 in aggregate nominal amount of the Notes, which may
be increased or decreased by the Offeror in its sole discretion on the terms and
conditions set out in the Tender Offer Memorandum dated May 19, 2025 (the
“Tender Offer Memorandum”) (the “Offer”).
The Offeror is not under any obligation to accept for purchase any Notes
tendered pursuant to the Offer. The acceptance for purchase by the Offeror of
Notes tendered pursuant to the Offer is at the sole discretion of the Offeror
and tenders may be rejected by the Offeror for any reason.
In addition, the Offeror announces today its intention to issue new euro
-denominated fixed rate notes under its EUR 2,000,000,000 Euro Medium Term Note
Programme (the “New Notes”), subject to market conditions. Whether the Offeror
will accept for purchase any Notes validly tendered in the Offer is subject to,
without limitation, the successful completion (in the determination of the
Offeror) of the issue of the New Notes (the “New Issue Condition”).
The purchase price payable by the Offeror will be determined as provided in the
Tender Offer Memorandum. The purpose of the Offer, in conjunction with the
proposed issuance of the New Notes is to proactively manage the Offeror's
overall debt redemptions and to extend the debt maturity profile of the Offeror
(subject to satisfaction of the New Issue Condition). The Offer period begins on
May 19, 2025 and closes at 4:00 p.m. London time on May 27, 2025, unless
extended, re-opened, withdrawn or terminated early at the sole discretion of the
Offeror, as provided in the Tender Offer Memorandum.
Citigroup Global Markets Limited and Skandinaviska Enskilda Banken AB (publ) act
as Dealer Managers for the Offer and Citibank, N.A., London Branch acts as
Tender Agent. Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft,
Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ) act as joint
bookrunners for the issue of the New Notes.
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum.
This announcement and the Tender Offer Memorandum contain important information
which should be read carefully before any decision is made with respect to the
Offer. If any Noteholder is in any doubt as to the contents of this
announcement or the Tender Offer Memorandum or the action it should take or is
unsure of the impact of the Offer, it is recommended to seek its own legal, tax,
accounting and financial advice, including in respect of any tax consequences,
from its broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. Any individual or company whose Notes are held
on its behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to tender such
Notes pursuant to the Offer. None of the Offeror, the Dealer Managers or the
Tender Agent, or any person who controls, or is a director, officer, employee or
agent of such persons , is acting for any Noteholder, or will be responsible to
any Noteholder for providing any protections which would be afforded to its
clients or for providing advice in relation to the Offer, and accordingly none
of the Dealer Managers, the Tender Agent, the Offeror, nor any director,
officer, employee, agent or affiliate of any such person makes any
recommendation whether Noteholders should tender or refrain from tendering all
or any portion of the nominal amount of their Notes in the Offer and none of
them has authorised any person to make any such recommendation
None of the Dealer Managers, the Tender Agent, the Offeror or any of their
respective directors, officers, employees, agents or affiliates assumes any
responsibility for the accuracy or completeness of the information concerning
the Offeror, the Notes or the Offer contained in this announcement or in the
Tender Offer Memorandum.
Offer and Distribution Restrictions
The distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement and/or the Tender Offer Memorandum comes are required by the
Offeror, the Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions, including those set forth in the Tender
Offer Memorandum. Nothing in this announcement or the Tender Offer Memorandum or
the electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for purchase
pursuant to the Offer will not be accepted from Noteholders) in any
circumstances in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require an Offer to
be made by a licensed broker or dealer and the Dealer Managers or any of their
respective affiliates is such a licensed broker or dealer in any such
jurisdiction, the Offer shall be deemed to be made by the Dealer Managers or
such affiliate, as the case may be, on behalf of the Offeror in such
jurisdiction.
Further information, please contact:
Mikko Vainikka, Vice President Group Treasury
Metso Corporation
tel. +358 40 584 9695
mikko.vainikka@metso.com
Distribution:
Nasdaq Helsinki Ltd
Main media
www.metso.com
Metso is a frontrunner in sustainable technologies, end-to-end solutions and
services for the aggregates, minerals processing and metals refining industries
globally. We improve our customers' energy and water efficiency, increase their
productivity, and reduce environmental risks with our product and service
expertise. We are the partner for positive change.
Metso is headquartered in Espoo, Finland. At the end of 2024 Metso had close to
17,000 employees in around 50 countries, and sales in 2024 were about EUR 4.9
billion. Metso is listed on the Nasdaq Helsinki.
metso.com (http://www.metso.com)