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MEI Online: Solid-Liquid Separation: Latest News: October 19th 2009


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:: Outotec to Acquire Control in Larox Corporation and to make a Mandatory Public Tender Offer for all the Remaining Larox Shares

Outotec Oyj ("Outotec") aims to increase its business for example by acquiring complementing technologies, increasing significantly the proportion of services in its sales and applying existing technologies in new industries. In order to speed up growth Outotec has agreed with certain main shareholders of Larox Corporation ("Larox") on share transactions, in which they sell all their Larox series A and B shares to Outotec. The purchase price for the shares shall be paid in the form of new Outotec shares. Upon completion of the share transactions, Outotec will make a mandatory public tender offer for all the remaining Larox series A and B shares.

Combining the businesses of Outotec and Larox will further strengthen Outotec's position as a globally leading provider of technology solutions and services to the mining and metals industry and enable Larox to develop its business in an international, financially solid technology group operating in the same industry.

"Our aim to supplement the technology portfolio became achievable through this share exchange arrangement. Larox's products and services fit seamlessly into Outotec's technology portfolio. The transaction also supports our objective of profitable growth. By combining our respective sales and service networks and product portfolios we can provide even more comprehensive solutions and services for minerals concentrators and metallurgical plants and generate more added value to our joint customer base," says Tapani Järvinen, CEO of Outotec.

"I believe that this arrangement will provide Larox's employees with more diverse opportunities to develop their careers and all shareholders will be offered an opportunity to continue to invest in a strong company within the same industry. Also the customers will benefit from the increased resources, which will allow Larox to persistently develop and increase the filtration business", says Timo Vartiainen, Chairman of the Board of Directors of Larox.

Benefits of the combination

Outotec estimates that the combination will provide substantial benefits to the shareholders and other stakeholders of both companies.

  • Larox's filtration technologies complement Outotec's technology portfolio and enable the offering of comprehensive solutions for minerals concentrators and metallurgical plants of the large joint customer base.
  • The transaction is expected to increase Outotec's service business by over EUR 70 million and enable Outotec to increase its sales of services to an annual level of EUR 250-300 million by the end of 2010.
  • The transaction supports Outotec's businesses relating to industrial water treatment and the energy sector.
  • Larox provides Outotec access to the chemical industry market on which Outotec can offer for example water treatment solutions.
  • Combining the global sales and service networks and administration of both companies as well as economies of scale achieved by the larger size are estimated to create synergy benefits of at least EUR 7 million annually.
  • The combination is not expected to have a significant effect on Outotec's earnings per share in 2010 excluding possible one-time costs related to the transaction. When the synergies materialize in 2011, the transaction is expected to have a clearly positive effect on Outotec's earnings per share.
  • The solid financial position and balance sheet of the combined company will enhance international growth opportunities.




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