Boliden and Outokumpu sign final agreement to create a world-leading
mining and smelting company - New Boliden
Boliden and Outokumpu have today entered into a final agreement whereby
Boliden will acquire Outokumpu's mining and smelting operations within
zinc and copper, and Outokumpu will acquire Boliden's Fabrication and
Technology Sales units. The parties announced the signing of a Letter of
Intent on September 8, 2003.
The entities that Boliden will acquire from Outokumpu are valued at EUR
736 million (SEK 6.6 billion) on a debt-free basis. Boliden's
consideration constitutes:
- A directed issue to Outokumpu representing 49 percent of all shares
and votes in New Boliden and valued at EUR 307 million (SEK 2.7
billion);
- EUR 373 million (SEK 3.4 billion) in cash; and
- A subordinated debenture of EUR 56 million (SEK 0.5 billion) issued
to Outokumpu.
The consideration could, according to the agreement, be adjusted
depending on the closing financial accounts of the acquired Outokumpu
entities.
As consideration for the assets to be sold to Outokumpu, Boliden will
receive 5 million shares in Outokumpu Oyj, corresponding to 2.8 percent
of all shares and votes.
The parties are aiming to complete the transaction by the end of 2003
and it is subject to, among other conditions, approvals from Boliden's
shareholders and relevant competition authorities. In addition, the
transaction requires that Boliden's entire debt financing is being
finally agreed and signed well ahead of an extraordinary general meeting
in Boliden that is expected to be held in December 2003. Credit
approvals regarding Boliden's new debt financing have been obtained
subject to finalisation of documentation, after which consent from
Boliden's current lenders remains to be obtained. The agreement also
includes customary conditions, such as that certain values are being
preserved in material respects.
Further information regarding the transaction, including the expected
timetable will be announced as the process progresses. A shareholder
circular describing the transaction, including the Outokumpu operations
being acquired and pro forma financials, will be made public and
distributed to Boliden's shareholders about two weeks ahead of the
extraordinary general meeting. As an integral part of the deal, New
Boliden is planning a guaranteed rights issue, in the order of EUR 150
million (SEK 1.4 billion) to be carried out after the completion of the
transaction.
For further information, please contact:
Boliden Outokumpu Jan Öhman, CFO Eero Mustala, Mobile: +46 70 624 1905 Senior VP - Corporate Communications e-mail: [email protected] Tel: +358 9 421 2435 e-mail: [email protected]
Johanna Sintonen,
Manager - IR and Media Relations
Tel: +358 9 421 2438,
Mobile: +358 40 530 0778
e-mail: [email protected]
www.boliden.ca www.outokumpu.com