Outotec Oyj’s Extraordinary General Meeting, which was held today on October 29, 2019, approved the combination of the business operations of Outotec and Metso Corporation through a partial demerger of Metso in accordance with the demerger plan. As part of the approval of the Demerger Plan, conditionally upon the execution of the Demerger, the EGM also approved certain other proposals.
The completion of the Demerger, including the changes to the articles of association of Outotec, the issuance of new shares as demerger consideration and the increase of Outotec’s share capital, is expected to be registered with the Finnish trade register in the second quarter of 2020, subject to the statutory creditor hearing process and receipt of all required regulatory and other approvals, including competition clearances.
Approval of the Demerger and the Demerger Plan
The EGM approved the Demerger in accordance with the Demerger Plan and approved the Demerger Plan. Pursuant to the Demerger Plan, all such assets, rights, debts and liabilities of Metso which relate to, or primarily serve Metso’s Minerals business shall transfer, without liquidation of Metso, to Outotec in a manner described in more detail in the Demerger Plan. The Boards of Directors of Outotec and Metso approved the Demerger Plan on July 4, 2019 and the Demerger Plan was registered with the Finnish trade register on July 11, 2019.
The EGM’s resolution on the Demerger included, among other matters set out in the Demerger Plan, the following key items:
Amendment of the articles of association
As part of the resolution on the Demerger, the EGM resolved to amend Sections 1, 2, 5, 6, 8, 9 and 10 of the articles of association of Outotec in connection with the execution of the Demerger in the manner set out in the Demerger Plan. The most significant amendments include amendments of Sections 1, 2 and 6 by changing the business name of Outotec to Metso Outotec Corporation and transferring the domicile of Outotec to Helsinki, adjusting the field of business of the company (i.a. adding a reference to the offer of maintenance services) as well as changing the right to represent the company.
Demerger consideration
As part of the resolution on the Demerger, the EGM resolved that Outotec will issue to the shareholders of Metso as demerger consideration 4.3 new shares in Outotec for each share owned in Metso in proportion to their shareholdings in Metso with a ratio of 4.3:1. The total number of shares issued as Demerger Consideration shall be rounded down to the nearest full share, if necessary. No Demerger Consideration shall be issued with regard to any treasury shares held by Metso. If the Demerger Consideration to be received by an individual shareholder is not a whole number, fractional entitlements to new shares of Outotec on a shareholder basis shall be aggregated and sold in the market after the Effective Date by a broker on behalf of Metso shareholders entitled to such fractional entitlements. Such proceeds shall be distributed pro rata to Metso’s shareholders entitled to receive such fractional entitlements. Any costs related to the sale and distribution of fractional entitlements shall be borne by Outotec.
Increase of share capital
As part of the resolution on the Demerger, the EGM resolved that the share capital of Outotec is increased by EUR 90,000,000.00 on the Effective Date.
Other information
The minutes of the EGM will be available on Outotec’s website www.outotec.com from November 12, 2019 at the latest.
Metso has today, October 29, 2019, published a stock exchange release regarding the decisions taken by its Extraordinary General Meeting. Metso’s Extraordinary General Meeting held in Helsinki today approved the Demerger Plan and decided on Metso’s partial demerger and combination with Outotec.
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