Information circular on the transaction between Boliden and Outokumpu
published
Today Boliden has published an information circular relating to the
transaction between Boliden and Outokumpu. The information has been
provided in order to assist shareholders in preparing for the
resolutions at an extraordinary shareholders' meeting in Boliden to be
held on December 18.
In the information circular, the Boliden Board of Directors describe,
inter alia, the rationale for the transaction. Furthermore, New Boliden
and the mining and smelting operations to be acquired from Outokumpu are
presented, including pro forma financials.
The information circular is published in English and in Swedish. A
summary of the information circular will be distributed to the
shareholders in Boliden well in advance of the shareholders' meeting.
The full document can be ordered from Boliden by phone +46-(0)8-610 15
00 or by e-mail [email protected]. The documents can also be downloaded
from Boliden's web site www.boliden.com.
Boliden and Outokumpu announced the transaction on September 8, 2003 and
on October 25 final agreements were signed following the approvals from
the companies' respective Board of Directors. Boliden has subsequently
obtained new debt financing of EUR 373 million (approximately SEK 3.3
billion) from a consortium consisting of a small number of Swedish and
international banks for the implementation of the transaction.
Furthermore, Boliden's present lenders have approved the transaction.
The financing is subject to finalization of loan documentation.
As previously announced the transaction is expected to be completed by
the end of December 2003 and is conditional upon, inter alia, approvals
from relevant competition authorities, which are expected to render
their opinion during December. It is further required that the
shareholders of Boliden, at the extraordinary shareholders' meeting on
December 18, authorize the Board of Directors to decide on issuance of
new shares in kind to Outokumpu as well as issuance of new shares with
preferential rights for Boliden's shareholders.
The mining and smelting assets, which Boliden intends to acquire from
Outokumpu, have been valued at EUR 736 million (approximately SEK 6.6
billion). As previously announced, the final consideration shall be
adjusted depending on the closing financial accounts of the acquired
assets and mainly based on changes in the capital employed between
December 31, 2002 and the closing of the transaction. It is currently
estimated that the capital employed will increase by EUR 70-90 million
(approximately SEK 620-800 million) during 2003. This increase will be
financed through a corresponding increase of the subordinated debenture
to Outokumpu at the completion of the transaction.
Enskilda Securities is financial advisor to Boliden and Alfred Berg is
financial advisor to Outokumpu in connection with the transaction.
For further information, please contact:
Boliden
Jan Johansson, President and CEO
tel. +46 8 610 16 02, mobile +46 70 555 02 02
e-mail: [email protected]
Ulf Söderström, Senior Vice President, Corporate Communication
tel +46 8 610 15 57, mobile +46 70 618 95 95
e-mail: [email protected]
www.boliden.com
Outokumpu
Eero Mustala, Senior Vice President - Corporate Communications
tel. + 358 9421 24 35
e-mail: [email protected]
Johanna Sintonen, Vice President - Investor Relations
tel. +358 9 421 2438, mobile +358 40 530 0778
e-mail [email protected]
www.outokumpu.com