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Outotec Oyj (0L9T)

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Monday 07 October, 2019

Outotec Oyj

The Finnish Financial Supervisory Authority has approved the prospectus prepared for the combination of Outotec and the Metso Minerals Business

The Finnish Financial Supervisory Authority has approved the prospectus prepared for the combination of Outotec and the Metso Minerals Business

OUTOTEC OYJ  STOCK EXCHANGE RELEASE   OCTOBER 7, 2019  at 4:00 PM

The Finnish Financial Supervisory Authority has approved the prospectus prepared for the combination of Outotec and the Metso Minerals Business

The Finnish Financial Supervisory Authority has today on October 7, 2019, approved the Finnish language demerger prospectus (the ”Prospectus”) relating to the combination of Outotec Oyj (“Outotec”) and Metso Corporation’s (“Metso”) Minerals business (the “Metso Minerals Business”). 

Outotec and Metso announced on July 4, 2019, that the Boards of Directors of Outotec and Metso had approved a combination agreement (“Combination Agreement”) and a demerger plan (the “Demerger Plan”) pursuant to which all such assets, rights, debts and liabilities of Metso, which relate to, or primarily serve, the Metso Minerals Business, shall transfer, without liquidation of Metso to Outotec (the “Demerger”) creating a combined company to be named Metso Outotec Corporation (“Metso Outotec” or the “Combined Company”). The Boards of Directors of Outotec and Metso have, on September 11, 2019, proposed that the extraordinary general meetings of shareholders of Outotec and Metso, respectively, convened to be held on October 29, 2019, resolve on the Demerger in accordance with the Demerger Plan and approve the Demerger. The registration of the completion of the Demerger with the trade register maintained by the Finnish Patent and Registration Office is expected to take place in the second quarter of 2020 (the “Effective Date”), subject to the approval of the Demerger by the extraordinary shareholders’ meetings of both Outotec and Metso, the statutory creditor hearing process and receipt of all required regulatory and other approvals, including competition clearances, and the demerger consideration shares are thereafter intended to be listed on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”).

Publication of the Prospectus

The Finnish Prospectus will be available on the internet at www.outotec.fi/landing-pages/metso-outotec and www.metso.com/fi/metso-outotec-neles on or about October 7, 2019, as well as at the reception of Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland, at the registered office of Outotec at Rauhalanpuisto 9, FI-02230 Espoo, Finland, and at the registered office of Metso at Töölönlahdenkatu 2, FI-00100 Helsinki, Finland. The English language Offering Circular will be available on the internet at www.outotec.com/landing-pages/metso-outotec and www.metso.com/news-metso-outotec-neles on or about October 7, 2019.

This release contains certain previously unpublished information in relation to the Demerger and the Combined Company described in the Prospectus. The previously unpublished information includes pro forma financial information and the Metso Minerals Business’ historical carve-out financial information as well as information about the Board of Directors of Metso Outotec (any capitalized terms used below and not defined shall have the meanings assigned to them in the Prospectus).

Pro forma financial information

The Prospectus includes unaudited pro forma financial information (the “Unaudited Pro Forma Financial Information”) presented for illustrative purposes only to give effect to the Demerger and the acquisition of McCloskey International Ltd (“McCloskey”) by the Metso Minerals Business (the “Transactions”) to Outotec’s historical financial information as if they had occurred at an earlier point in time. The Unaudited Pro Forma Financial Information has been attached in full to this release as annex 1.

The unaudited pro forma combined statements of income for the six months ended June 30, 2019, and for the year ended December 31, 2018, give effect to the Transactions as if they had occurred on January 1, 2018. The unaudited pro forma combined balance sheet as at June 30, 2019, gives effect to the Transactions as if they had occurred on that date.

For financial reporting purposes, the Demerger will be accounted for as a reverse acquisition using the IFRS acquisition method of accounting where the Metso Minerals Business is deemed to be the accounting acquirer and Outotec the acquiree. For pro forma purposes, the fair value of consideration transferred in exchange for Outotec has been calculated by using the number of Outotec’s outstanding shares as at the date of the Prospectus (181,849,864) and the closing price of Outotec’s shares on August 23, 2019, at EUR 5.00 per share. In accordance with IFRS, the fair value of consideration transferred will be measured on the Effective Date at the then current market price. This requirement will likely result in the fair value consideration transferred differing from the amount assumed in the Unaudited Pro Forma Financial Information, and this difference may be material. A 10 percent change in Outotec’s share price would increase or decrease the purchase consideration to be transferred by approximately EUR 91 million, which would mainly be reflected in the Unaudited Pro Forma Financial Information as an increase or decrease of goodwill and equity.

The Unaudited Pro Forma Financial Information has been prepared based on available information and certain preliminary assumptions and estimates, including preliminary estimates on the allocation of the purchase considerations to Outotec’s and McCloskey’s assets to be acquired and liabilities to be assumed, that Outotec and Metso believe to be reasonable under the current circumstances taking into account the ongoing regulatory approval processes, which restrict access to detailed information. Actual results of the Demerger and the acquisition of McCloskey may materially differ from the assumptions used in the Unaudited Pro Forma Financial Information.

The Unaudited Pro Forma Financial Information has been prepared in accordance with the Annex 20 to the Commission Delegated Regulation (EU) 2019/980, as amended. As the consolidated financial statements of the Combined Company will be prepared as a continuation of the carve-out financial statements of the Metso Minerals Business following to the Demerger, the Unaudited Pro Forma Financial Information has been prepared on a basis consistent with the IFRS accounting principles applied by the Metso Minerals Business in its carve-out financial statements. Outotec and the Metso Minerals Business adopted the “IFRS 16 – Leases” on January 1, 2019, using the modified retrospective approach, where comparative figures were not restated.

The Unaudited Pro Forma Financial Information has been presented for illustrative purposes only. Therefore, the hypothetical financial position and results of operations included in the Unaudited Pro Forma Financial Information may differ from the Combined Company’s actual financial position and results of operations. The Unaudited Pro Forma Financial Information is not intended to be indicative of any anticipated financial position or future results of operations as of any future date. In addition, the Unaudited Pro Forma Financial Information does not reflect any cost savings, synergy benefits or future integration costs that are expected to be generated or may be incurred as a result of the Demerger or the acquisition of McCloskey.

The following table details certain pro forma financial information for Metso Outotec derived from the Prospectus:

 As at and for the six months ended June 30, 2019 For the year ended December 31, 2018
 (unaudited)
 (EUR in millions, unless otherwise indicated)
Sales..............................................................................................................................................2,1554,159
Operating profit...............................................................................................................................176101
Adjusted EBITA(1)............................................................................................................................229279
share of sales, percent...................................................................................................................10.66.7
Profit for the period.........................................................................................................................12214
Basic earnings per share, EUR.........................................................................................................0.150.02
Total assets....................................................................................................................................5,631-
Total equity.....................................................................................................................................1,965-
Net working capital(2)........................................................................................................................592-
Net debt(3).......................................................................................................................................958-
Gearing, percent(4)...........................................................................................................................48.8-
Debt to capital, percent(5).................................................................................................................41.5-
Equity to asset ratio, percent(6).........................................................................................................38.0-


(1)Adjusted EBITA(7)=EBITA + Adjusting items, which comprise of restructuring and capacity adjustment costs, costs related to mergers and acquisitions, outcome of material intellectual property rights disputes, gains and losses on business disposals.
     
(2)Net working capital=Inventories + trade receivables + other non-interest bearing receivables (consisting of non-current and current derivative financial instruments (assets) and  other non-current and current receivables) + customer contract assets and liabilities, net – trade payables – advances received – other non-interest bearing liabilities (consisting of post-employment benefit obligations, non-current and current provisions, non-current and current derivative financial instruments (liabilities) and other non-current and current liabilities ).
     
(3)Net debt=Non-current and current borrowings + non-current and current lease liabilities – liquid funds – non-current and current loan receivables – net debt items classified as held for sale.
     
(4)Gearing=Net debt× 100
Total equity
     
(5)Debt-to-capital ratio=Non-current and current borrowings + non-current and current lease liabilities× 100
Total equity + non-current and current borrowings + non-current and current lease liabilities
     
(6)Equity-to-assets ratio=Total equity× 100
Total assets – advances received
     
(7)The share of sales measure has been calculated by dividing the appropriate measure with sales in the pro forma income statement for the corresponding period.

Carve-out financial information of the Metso Minerals Business

The Prospectus includes audited carve-out financial statements of the Metso Minerals Business as at and for the years ended December 31, 2018, 2017 and 2016 and unaudited interim carve-out financial information of the Metso Minerals Business as at and for the six months ended June 30, 2019, including unaudited comparative carve-out financial information as at and for the six months ended June 30, 2018. The carve-out financial information of the Metso Minerals Business has been attached in full to this release as annexes 2 and 3.

The audited carve-out financial statements of the Metso Minerals Business as at and for the years ended December 31, 2018, 2017 and 2016 have been prepared in accordance with IFRS under consideration of the principles for determining which assets and liabilities, income and expenses as well as cash flows are to be assigned to the Metso Minerals Business as described in the notes to the carve-out financial statements. The unaudited interim carve-out financial information of the Metso Minerals Business as at and for the six months ended June 30, 2019, including unaudited comparative interim carve-out financial information as at and for the six months ended June 30, 2018, has been prepared in accordance with “IAS 34 – Interim Financial Reporting” under the same considerations as described above.

In the audited carve-out financial statements of the Metso Minerals Business as at and for the years ended December 31, 2018, 2017 and 2016 and in the unaudited interim carve-out financial information of the Metso Minerals Business as at and for the six months ended June 30, 2019, including unaudited comparative carve-out financial information as at and for the six months ended June 30, 2018, the Metso Minerals Business is presented as a single economic entity and have been prepared on historical financial information of the relevant entities and businesses as part of the Metso group, using the same accounting principles and carrying amounts as the Metso group. The entities and businesses have been under the common control during these periods. The audited carve-out financial statements of the Metso Minerals Business as at and for the years ended December 31, 2018, 2017 and 2016 and the unaudited interim carve-out financial information of the Metso Minerals Business as at and for the six months ended June 30, 2019, including unaudited comparative carve-out financial information as at and for the six months ended June 30, 2018, have been prepared on a basis that combined statements of income, statements of comprehensive income, balance sheets and cash flows of the legal entities and operating units attributable to the Metso Minerals Business in Metso’s historical consolidated financial statements and that will be carved out from Metso to be combined into the Combined Company, including certain Metso Corporation’s and Metso’s foreign holding companies’ income and expenses, assets and liabilities and cash flows which will either be transferred to the Combined Company or which have been allocated to the Metso Minerals Business for the purpose of the preparation of the carve-out financial statements. The Metso Minerals Business is not comprised of a single sub group of entities within Metso and, accordingly, has historically not prepared consolidated financial statements for internal or external reporting purposes.

The audited carve-out financial statements of the Metso Minerals Business as at and for the years ended December 31, 2018, 2017 and 2016 and the unaudited interim carve-out financial information of the Metso Minerals Business as at and for the six months ended June 30, 2019, including unaudited comparative carve-out financial information as at and for the six months ended June 30, 2018, have been prepared on a going concern basis under the historical cost convention, except for financial assets and liabilities classified as at fair value through profit and loss account.

The Metso Minerals Business has adopted the “IFRS 16 – Leases” and the “IFRIC 23 – Uncertainty over Income Tax Treatments” interpretation as of January 1, 2019. The Metso Minerals Business transitioned to the “IFRS 16 – Leases” and the “IFRIC 23 – Uncertainty over Income Tax Treatments” interpretation in accordance with the modified retrospective approach. The figures from preceding years were not adjusted and, therefore, the carve-out financial information for the periods prior to January 1, 2019, is not fully comparable with the unaudited interim carve-out financial information as at and for the six months ended June 30, 2019, included in the F-pages to the Prospectus.

The Metso Minerals Business has adopted the “IFRS 15 – Revenue from Contracts with Customers,” “IFRS 9 – Financial Instruments” and the amended “IFRS 2 – Share-based Payments” as of January 1, 2018. The Metso Minerals Business adopted the “IFRS 15 – Revenue from Contracts with Customers” using the full retrospective method and the comparative carve-out financial information as at and for the year ended December 31, 2017, included in the carve-out financial information as at and for the year ended December 31, 2018, includes the impact of the adoption and the carve-out financial information as at and for the year ended December 31, 2016, has not been adjusted to reflect the impact of the adoption and is, therefore, not comparable. The Metso Minerals Business adopted the “IFRS 9 – Financial Instruments” and the amended “IFRS 2 – Share-based Payments” as of January 1, 2018, by recognizing the impact of the adoption to the opening balance sheet as at January 1, 2018, and the financial information for prior periods has not been adjusted.

Accordingly, the carve-out financial information of the Metso Minerals Business does not necessarily reflect what the Metso Minerals Business’ results of operations, financial position or cash flows would have been had the Metso Minerals Business operated as an independent company and had it presented stand-alone financial information during the periods presented. Also, the carve-out financial information of the Metso Minerals Business does not take into account any transactions that have been made, or will be made in connection with the Demerger or otherwise, to the extent such transactions have been entered into after the periods covered in the carve-out financial information. Moreover, the carve-out financial information of the Metso Minerals Business may not be indicative of the Combined Company’s future results of operations, financial position or cash flows.

The following table details certain carve-out financial information for the Metso Minerals Business derived from the Prospectus:

 As at and for the six months ended June 30, 2019 As at and for the six months ended June 30, 2018As at and for the year ended December 31, 2018As at and for the year ended December 31, 2017As at and for the year ended December 31, 2016
 (unaudited)(audited)
 (EUR in millions, unless otherwise indicated)
Orders received(1)......................................1,5271,3922,8722,4272,220
Orders received by service business....9428851,7771,5941,453
share of orders received, percent..........61.763.661.965.765.4
Order backlog(2).........................................1,5521,3271,4111,2041,105
Sales............................................................1,4161,2112,5812,1772,059
Sales by services business.....................8658041,6441,4811,428
share of sales, percent.............................61.166.463.468.069.4
Adjusted EBITA(3)(4)...................................176138284179204
share of sales, percent.............................12.411.411.08.29.9
Adjusted EBITDA(4)(5)................................203153314210236
share of sales, percent.............................14.312.612.29.711.5
Operating profit..........................................166130268156159
share of sales, percent.............................11.710.710.47.27.7
Profit for the period...................................121801697091
Net cash flow from operating activities.(9)16107169283
Net working capital(6)................................691530629458486
Net debt(7)...................................................441225239165116
Gearing(8), percent....................................38.120.620.215.49.8
Equity to assets ratio(9), percent..............40.643.844.038.342.4
Total assets................................................3,1502,7782,9793,0152,994
Personnel at the end of period...............11,70810,21510,3679,6709,166


(1)Orders received Orders received during the reporting period
     
(2)Order backlog Undelivered orders at the end of the reporting period
     
(3)Adjusted EBITA=Operating profit (EBIT) + restructuring and acquisition-related costs + amortization
     
(4)Unaudited.  
     
(5)Adjusted EBITDA=Adjusted EBITA + depreciation
     
(6)Net working capital=Inventories + trade receivables + other non-interest bearing receivables + customer contract assets and liabilities, net - trade payables - advances received - other non-interest bearing liabilities
     
(7)Net debt=Borrowings - non-current financial assets - loan and other interest-bearing receivables (current and non-current) - liquid funds
     
(8)Gearing=Net debt× 100
Total equity
     
(9)Equity to assets ratio=Total equity× 100
Balance sheet total - advances received

Board of Directors of Metso Outotec

The Board of Directors of Outotec shall propose to Outotec’s annual general meeting 2020, that Mr. Matti Alahuhta, Mr. Ian W. Pearce, Mr. Klaus Cawén and Ms. Hanne Jimenez de Mora, each a current member of the Board of Directors of Outotec, be conditionally elected to continue to serve on the Board of Directors of Metso Outotec and that Mr. Mikael Lilius, Ms. Arja Talma, Mr. Kari Stadigh, Mr. Christer Gardell and Mr. Antti Mäkinen, each a current member of the Board of Directors of Metso, be conditionally elected as members of the Board of Directors of Metso Outotec for the term commencing on the Effective Date and expiring at the end of the next annual general meeting of Metso Outotec following the Effective Date.

Ms. Nina Kopola, who was to be proposed by the Board of Directors of Outotec to Outotec’s annual general meeting 2020, to be conditionally elected as a member of the Board of Directors of Metso Outotec for the term commencing on the Effective Date and expiring at the end of the next annual general meeting of Metso Outotec following the Effective Date, resigned from her position as a member of the Board of Directors of Metso, effective from August 1, 2019. Therefore, the Board of Directors of Outotec will, after consultation with the Shareholders’ Nomination Boards of each of Outotec and Metso, propose one new member to be conditionally elected as a member of the Board of Directors of Metso Outotec for the term commencing on the Effective Date and expiring at the end of the next annual general meeting of Metso Outotec following the Effective Date. The Board of Directors of Outotec will propose that Ms. Kopola be replaced by conditionally electing one member from the Board of Directors of Metso to be elected at Metso’s annual general meeting 2020.

Shareholders and prospective investors are instructed to acquaint themselves with the entire Prospectus in addition to this stock exchange release.

OUTOTEC OYJ

Board of Directors

Further information:

Nina Kiviranta, General Counsel
tel. +358 20 529 2017

Distribution:

NASDAQ Helsinki
Main media
www.outotec.com

About Outotec

Outotec develops leading technologies and services for the sustainable use of Earth’s natural resources. Our 4,000 top experts are driven by each customer’s unique challenges across the world. Outotec’s comprehensive offering creates the best value for our customers in the mining, metal, energy, and chemical industries. Outotec had sales of EUR 1.3 billion in 2018, and its shares are listed on Nasdaq Helsinki. www.outotec.com

Important Notice

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, South Africa or any other jurisdiction 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 law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

The shares referred to in this release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) and may not be offered, sold or delivered, directly or indirectly, in or into the United States absent registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state and other securities laws of the United States. This release does not constitute an offer to sell or solicitation of an offer to buy any of the shares in the United States.

This release does not constitute a notice to an EGM or a demerger prospectus and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity. Any decision with respect to the proposed partial demerger of Metso in which all assets and liabilities of Metso that relate to, or primarily serve, the Metso Minerals Business will transfer without liquidation of Metso to Outotec should be made solely on the basis of information contained in the actual notices to the EGM of Metso and Outotec, as applicable, and the Prospectus as well as on an independent analysis of the information contained therein. You should consult the Prospectus for more complete information about the Metso Minerals Business, Outotec, Outotec’s securities and the Demerger.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Neither Metso nor Outotec, nor any of their respective affiliates, advisors or representatives or any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of Metso, Outotec, their respective securities and the Demerger, including the merits and risks involved. The transaction may have tax consequences for Metso shareholders, who should seek their own tax advice.

This release includes “forward-looking statements.” These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Metso Minerals Business, Outotec, Neles or the Demerger identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements are set forth in a number of places in this release, including wherever this release includes information on the future results, plans and expectations with regard to the Combined Company’s or Neles’ business, including their strategic plans and plans on growth and profitability, and the general economic conditions. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Combined Company or Neles to differ materially from those expressed or implied in the forward-looking statements. Neither Metso nor Outotec, nor any of their respective affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.

This release contains financial information regarding the businesses and assets of Metso and Outotec and their consolidated subsidiaries. Such financial information may not have been audited, reviewed or verified by any independent accounting firm. Certain financial data included in this release consists of “alternative performance measures.” These alternative performance measures, as defined by Metso and Outotec, may not be comparable to similarly titled measures as presented by other companies, nor should they be considered as an alternative to the historical financial results or other indicators of Metso’s and Outotec’s cash flows based on IFRS. Even though the alternative performance measures are used by the management of Metso and Outotec to assess the financial position, financial results and liquidity and these types of measures are commonly used by investors, they have important limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of Metso’s or Outotec’s financial position or results of operations as reported under IFRS.

This release includes estimates relating to the cost and revenue synergy benefits expected to arise from the Demerger as well as the related integration costs (which are forward-looking statements), which have been prepared by Metso and Outotec and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the Demerger on the Combined Company’s business, financial condition and results of operations. The assumptions relating to the estimated cost and revenue synergy benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual cost and revenue synergy benefits from the Demerger, if any, and related integration costs to differ materially from the estimates in this release. Further, there can be no certainty that the Demerger will be completed in the manner and timeframe described in this release, or at all.

Outotec and Metso are Finnish companies. The transaction, including the information distributed in connection with the Demerger and the related shareholder votes, is subject to disclosure, timing and procedural requirements applicable in Finland, which are different from those in the United States. The financial information included in this release has been prepared in accordance with IFRS, which may not be comparable to the financial statements or financial information applicable in the United States or by U.S. companies.

The new shares in Outotec have not been and will not be listed on a U.S. securities exchange or quoted on any inter-dealer quotation system in the United States. Neither Outotec nor Metso intends to take any action to facilitate a market in the new shares in Outotec in the United States.

The new shares in Outotec have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon, or endorsed the merit of, the Demerger or the accuracy or the adequacy of this release. Any representation to the contrary is a criminal offence in the United States.

It may be difficult for U.S. shareholders of Metso to enforce their rights and any claim they may have arising under U.S. federal or state securities laws, since Outotec and Metso are located in Finland, and all or some of their officers and directors are residents of, non-U.S. jurisdictions. Judgements of U.S. courts are generally not enforceable in Finland. U.S. shareholders of Metso may not be able to sue Outotec or Metso or their respective officers and directors in a court in Finland for violations of the U.S. laws, including the federal securities laws, or at the least it may prove to be difficult to evidence such claims. Further, it may be difficult to compel Outotec or Metso and their affiliates to subject themselves to the jurisdiction of a U.S. court. In addition, there is substantial doubt as to the enforceability in Finland in original actions, or in actions for the enforcement of judgments of U.S. courts, based on the civil liability provisions of the U.S. federal securities laws.

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