MAJOR SHAREHOLDERS ANNOUNCEMENTS
31 January 2012 at 23.50 pm EET
Outokumpu Oyj (business identity code: 0215254-2,
"Outokumpu") has today received a notification
based on Chapter 2, Section 9 of the Finnish Securities
Market Act from Solidium Oy (business identity code:
0866693-1, "Solidium").
This notification by Solidium contains the following
information:
Solidium's current shareholding in Outokumpu is
56 440 597 shares and voting rights, which represents
30.84 percent of Outokumpu's shares and voting rights.
Outokumpu and ThyssenKrupp AG ("ThyssenKrupp")
have on 31 January 31 2012 entered into an agreement
(Business Combination Agreement) pursuant to which
Outokumpu and Inoxum, which is owned by ThyssenKrupp, will
be combined under the operational leadership of Outokumpu.
The completion of the transaction is subject to, among
others, obtaining of requisite regulatory approvals.
In connection with the transaction, Outokumpu will
undertake a rights offering and a directed share issue to
ThyssenKrupp in such a manner that ThyssenKrupp will hold
29.9 percent of the shares and voting rights in Outokumpu
after the completion of the rights offering and the
directed share issue.
Solidium has on 331 January 2012 given its support for the
transaction by giving (i) a subscription commitment
pursuant to which it undertakes, in accordance with the
terms of such subscription commitment, to subscribe in full
for shares in the rights offering of Outokumpu according to
its current pro rata holding and (ii) an undertaking to
support the proposals of the Board of Directors of
Outokumpu relating to the rights issue and the directed
share issue at the general meeting of shareholders of
Outokumpu to be convened to be held for such purpose on or
about 1 March 2012.
Because of an underwriting for the rights offering to be
given by third parties, Solidium's proportional holding
in the shares and voting rights of Outokumpu will not
change in connection with the transaction as a result of
Solidium subscribing for shares in accordance with its
subscription commitment. If the rights offering and the
directed share issue are completed, Solidium's holdings
in Outokumpu would, pursuant to the notification, decrease
to 21.7 percent of the shares and voting rights of
Outokumpu (flagging thresholds to be fallen below: 3/10 and
1/4). The exact number of shares that Solidium will have
after the completion of the transaction is currently
unknown and depends on the terms of the rights offering.
The rights offering is expected to be completed during the
first half of 2012 and the directed share issue is expected
to take place in connection with the closing by the end of
2012.
The share capital of Outokumpu consists of 183 018 749
shares. Each share carries one vote.
For more information, please contact:
Kari Tuutti, SVP - Communications and Investor
relations
tel. + 358 9 421 2432
kari.tuutti@outokumpu.com
OUTOKUMPU OYJ
Outokumpu is a global leader in stainless steel with the
vision to be the undisputed number one. Customers in a wide
range of industries use our stainless steel and services
worldwide. Being fully recyclable, maintenance-free, as
well as very strong and durable material, stainless steel
is one of the key building blocks for sustainable future.
Outokumpu employs some 8 000 people in more than 30
countries. The Group's head office is located in Espoo,
Finland. Outokumpu is listed on the NASDAQ OMX
Helsinki.
www.outokumpu.com
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