Metso Corporation and Outotec announced that their respective boards have unanimously approved a demerger plan and a combination agreement to combine Metso’s Minerals business with Outotec.
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The combined company, Metso Outotec Corporation (“Metso Outotec†or the “Combined Companyâ€), had illustrative 2018 combined sales and Adjusted EBITA of €3.9 billion and €369 million (excluding the impact of the €110 million provision recorded in relation to the ilmenite smelter project as described in Outotec’s 2018 financial statements).
This represents an illustrative combined Adjusted EBITA margin of 9.6% in 2018, excluding the benefit of the synergies described elsewhere in this stock exchange release, and also Metso’s recently announced acquisition of McCloskey International (“McCloskeyâ€).
Including McCloskey, illustrative 2018 combined sales would have been approximately €4.2 billion.
Metso shareholders will receive as demerger consideration 4.3 new shares in Outotec for each share owned in Metso.
Upon completion of the transaction, Metso and Outotec shareholders would own approximately 78.0% and approximately 22.0%, respectively, of the shares and votes of Metso Outotec.
In addition, Metso shareholders will retain their current shares in Metso, which will be renamed Neles.
Metso shareholders will receive the previously declared dividend of €0.60 per share, which is payable in November 2019.
In addition, the board of Metso may propose a dividend of up to €221 million in aggregate to be payable in 2020 before closing of the transaction.
The board of Outotec may propose a dividend of up to €20 million in aggregate to be payable in 2020 before closing of the transaction.
Upon completion, Metso will be renamed Neles Corporation (“Nelesâ€) and will be a separately listed entity focused on flow control, independent from Metso Outotec and 100% owned by Metso shareholders.
Both Metso Outotec and Neles will continue to be listed on Nasdaq Helsinki. ■