Pro forma financial information for the period ...

Pro forma financial information for the period January-December 2013 for the proposed combination of SSAB and Rautaruukki

This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken, in addition to the requirements under Finnish and Swedish law. For further information, please see "Important notice" in this stock exchange release.

Rautaruukki Corporation Stock exchange release 31 March 2014 at 9.00am EEST

Pro forma financial information for the period January-December 2013 for the proposed combination of SSAB and Rautaruukki

On January 22, 2014, SSAB AB (publ) ("SSAB") and Rautaruukki Corporation ("Rautaruukki") announced a plan to combinethe two companies through SSAB making a recommended public share exchange offer to Rautaruukki's shareholders. In connection with the preparations for the share exchange offer, SSAB has prepared unaudited pro forma financial information for the year 2013 which shows what the outcome of the proposed combination of the operations of SSAB and Rautaruukki would be.

The unaudited pro forma financial information, as included herein and in Appendix 1 to this stock exchange release, is derived from the financial information in SSAB's audited consolidated financial statements as at and for the year ended December 31, 2013 and Rautaruukki's audited consolidated financial statements as at and for the year ended December 31, 2013 and is presented to illustrate the financial impact of the proposed combination of the operations of SSAB and Rautaruukki. The unaudited pro forma financial information has been prepared on a basis consistent with the International Financial Reporting Standards as adopted by the European Union and in a manner consistent with the accounting principles applied in SSAB's audited consolidated financial statements as at and for the year ended December 31, 2013. The pro forma adjustments in the unaudited pro forma financial information are based upon available information and a number of assumptions, which are described in more detail in the notes accompanying the pro forma information.

Unaudited Pro Forma Income Statement

For the year ended December 31, 2013
SSAB IFRS Rautaruukki IFRS Pro forma adjustmentsSSAB
Pro forma
(unaudited)(audited)(unaudited)(unaudited)
(EUR in millions)(EUR in millions)(EUR in millions)(EUR in millions)
Sales4,0492,405(17)6,437
Cost of goods sold(3,849)(2,174)  (58)(6,080)
Gross profit    200    231  (75)    357
Selling expenses(178)(104)-(282)
Administrative expenses(162)(106)(31)(299)
Other operating income5713-70
Other operating expenses(50)05(45)
Shares in earnings of affiliated companies and joint ventures after tax        2       -    (3)       (2)
Operating profit/(loss)(131)34(104)(201)
Financial income740-47
Financial expenses     (76)    (76)     6   (146)
Profit/(loss) after financial items(200)(2)(98)(301)
Shares in earnings of affiliated companies and joint ventures after tax(3)3-
Taxes      77      (8)   15      84
Profit/(loss) for the year   (123)    (14)  (80)   (217)
Of which attributable to:
Parent company's shareholders(123)(14)(80)(217)
Non-controlling interests00-0

Unaudited Pro Forma Statement of Comprehensive Income

For the year ended December 31, 2013
SSAB IFRS Rautaruukki IFRS Pro forma adjustmentsSSAB
Pro forma
(unaudited)(audited)(unaudited)(unaudited)
(EUR in millions)(EUR in millions)(EUR in millions)(EUR in millions)
Profit/(loss) for the year(123)(14)(80)(217)
Other comprehensive income
Items that may be subsequently reclassified to the income statement:
Translation differences for the year(29)(20)-(49)
Cash flow hedges(8)(6)-(14)
Hedging of currency risks in foreign operations9--9
Share in other comprehensive income of affiliated companies and joint ventures(2)--(2)
Tax attributable to items that may be subsequently reclassified to the income statement     0    1-     0
Total items that may be subsequently reclassified to the income statement(30)(26)-(56)
Items that will not be reclassified to the income statement:
Remeasurements of the net defined benefit liability19-10
Tax attributable to items that will not be reclassified to the income statement     0  (3)   -    (4)
Total items that will not be reclassified to the income statement     1   5   -     6
Total other comprehensive income for the year, net after tax  (29)(20)   0  (50)
Total comprehensive income for the year(152)(34)(80)(266)
Of which attributable to:
Parent company's shareholders(152)(34)(80)(266)
Non-controlling interests00-0

Unaudited Pro Forma Balance Sheet

As at December 31, 2013
SSAB IFRS Rautaruukki IFRS Pro forma adjustmentsSSAB
Pro forma
(unaudited)(audited)(unaudited)(unaudited)
(EUR in millions)(EUR in millions)(EUR in millions)(EUR in millions)
ASSETS
Fixed assets
Goodwill1,995651022,162
Other intangible assets2413829308
Tangible fixed assets1,8491,079402,968
Participations in affiliated companies3231-63
Available for sale financial assets-13(13)-
Other non-current receivables-76(76)-
Financial assets180-90269
Deferred tax receivables     73     42  (10)   105
Total fixed assets4,3701,3441625,876
Current assets
Inventories986557391,581
Accounts receivable537243(1)779
Prepaid expenses and accrued income56-2985
Current tax receivables384-41
Other current interest-bearing receivables22-527
Financial assets-1(1)-
Other current receivables3383(34)83
Cash and cash equivalents   239     46 (34)   250
Total current assets1,912   934    22,848
TOTAL ASSETS6,2812,278 1648,723
EQUITY AND LIABILITIES
Equity
Share capital320238(7)552
Other contributed funds1,1172207192,055
Translation differences-(45)45-
Reserves(381)(22)22(381)
Retained earnings1,990   619(652)1,957
Total equity for the shareholders in the Company3,0461,0101284,184
Non-controlling interests       3       3     -       5
TOTAL EQUITY3,0491,0131284,189
Long-term liabilities
Long-term interest-bearing liabilities1,80735882,173
Deferred income42--42
Pension provisions13-3649
Deferred tax liabilities333718358
Other long-term liabilities-66(36)30
Other long-term provisions     15       2     -     17
Total long-term liabilities2,211432262,669
Current liabilities
Short-term interest-bearing liabilities28838712688
Accounts payable514279(1)792
Accrued expenses and deferred income180-100279
Current tax liabilities133-17
Other current liabilities23158(100)82
Short-term provisions       3       5     0       8
Total current liabilities1,021   833   101,865
TOTAL EQUITY AND LIABILITIES6,281 2,278 1648,723

Appendix 1: The Unaudited Pro Forma Financial Information published by SSAB as a whole

For further information, please contact:
Mikko Hietanen, CFO, tel. +358 20 592 9030

Rautaruukki Corporation

Taina Kyllönen
SVP, Marketing and Communications

DISTRIBUTION:
NASDAQ OMX Helsinki
Main media
www.ruukki.com

Ruukki specialises in steel and steel construction. We provide customers with energy-efficient steel solutions for better living, working and moving. We have around 8,600 employees and an extensive distribution and dealer network across some 30 countries including the Nordic countries, Russia and elsewhere in Europe and the emerging markets, such as India, China and South America. Net sales in 2013 totalled €2.4 billion. The company's share is quoted on NASDAQ OMX Helsinki (Rautaruukki Oyj: RTRKS). www.ruukki.com

Important notice

This release may not be released or otherwise distributed, in whole or in part, in or into the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any other jurisdiction where prohibited by applicable laws or rules. This release is not a share exchange offer document or a prospectus and as such does not constitute an offer or invitation to make a sales offer. Investors shall accept the share exchange offer for the shares only on the basis of the information provided in a share exchange offer document and prospectus in respect of the share exchange offer. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any exchange offer document or registration or other requirements would apply in addition to those undertaken in Finland and Sweden.

The share exchange offer document and prospectus in respect of the share exchange offer as well as related acceptance forms will not and may not be distributed, forwarded or transmitted into, in or from any jurisdiction where prohibited by applicable law. In particular, the share exchange offer is not being made, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or, subject to certain exceptions, the United States of America. The share exchange offer cannot be accepted from within Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or, subject to certain exceptions, the United States of America.

The SSAB shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any of the relevant securities laws of any state or other jurisdiction of the United States of America. The SSAB shares may not be offered or sold in the United States, except pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.

It should be noted that certain statements herein which are not historical facts, and statements preceded by "expects", "estimates", "forecast" or similar expressions, may be forward-looking statements. These statements are based on current decisions and plans and currently known factors. They involve risks and uncertainties which may cause the actual results to materially differ from the results currently expected.


Pro Forma SSAB Ruukki



This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Rautaruukki Oyj via Globenewswire

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