LAROX CORPORATION COMPANY ANNOUNCEMENT 3 February 2010 at 10.15 am
REDEMPTION RIGHT AND CLAIM UNDER CHAPTER 18 OF THE FINNISH COMPANIES ACT
REGARDING SHARES IN LAROX CORPORATION
Larox Corporation (“Larox”) has today been notified by Outotec Oyj (“Outotec”)
of its redemption right and claim under the Finnish Companies Act. Outotec holds
currently approximately 98.5 per cent of all the shares in Larox and
approximately 99.7 percent of all the votes attached to the shares, excluding
the treasury shares held by Larox. Outotec holds all the series A shares of
Larox. In addition, Outotec holds 28 subscription rights relating to the bonus
issue implemented by Larox in 1994, which entitle to subscribe for 30 series B
shares issued by Larox.
Outotec has pursuant to its ownership exceeding nine tenths (9/10) gained a
right to redeem all the series B shares held by other remaining shareholders of
Larox (the “Shares” and each of them separately a “Share”) at fair value in
accordance with Chapter 18, Section 1 of the Finnish Companies Act. Outotec has
today 3 February 2010 notified Larox of its decision to exercise its redemption
right and presented its redemption claim for the remaining shares in Larox in
accordance with the Finnish Companies Act. The content of Outotec's redemption
claim is substantially as follows:
1. Redemption Price for the Shares
The redemption price for the Shares is EUR 9.56 per Share which is the same
price as the cash consideration paid by Outotec for the Larox series B shares in
the mandatory public tender offer for all the issued Larox series A and B
shares, that were not owned by Outotec or that Larox does not own, and the
subscription rights relating to the bonus issue implemented by Larox in 1994. As
the redemption of the Shares has been preceded by a mandatory public tender
offer in accordance with the Finnish Securities Market Act, the redemption price
of EUR 9.56 per Share shall be considered as the fair value of the Shares in
accordance with the Finnish Companies Act.
2. Transfer Tax and Payments
Possible transfer tax collected in Finland deriving from the redemption of the
Shares as well as the payments and charges arising from the book-entry
registrations carried out as a consequence of the redemption will be borne by
Outotec.
More detailed background on Outotec's redemption notification and claim and the
consideration offered in the tender offer may be found in the combined offer
document and listing particulars dated 22 December 2009, which is available on
the internet at www.outotec.com and www.nordea.fi/sijoita.
Outotec has informed Larox that in order to implement the redemption of the
Shares as referred to in the redemption notification and claim, Outotec will
initiate arbitral proceedings as provided in the Finnish Companies Act.
Larox Corporation
Further information:
Juhana Ylikojola
President & CEO
Phone +358 207 687 266
Fax +358 207 687 380
juhana.ylikojola@larox.com
www.larox.com
Distribution NASDAQ OMX Helsinki Ltd., Central Media
Larox develops, designs and manufactures industrial filters and is a leading
technology company in its field. Larox is a full service solution provider in
filtration for separating solids from liquids. It supplies comprehensive
aftermarket services throughout the lifespan of the Larox solution. Companies
world-wide in mining and metallurgy, chemical processing and related industries
benefit from the Larox technologies. Larox operates in over 40 countries and has
about 600 employees. Larox has production facilities in Finland and in China,
and the Group is headquartered in Lappeenranta, Finland. Net sales in 2008
totaled 208.0 million euros, of which more than 93 % were generated by exports
and the company's foreign operations.
REDEMPTION RIGHT AND CLAIM UNDER CHAPTER 18 OF THE FINNISH COMPANIES ACT REGARDING SHARES IN LAROX CORPORATION
| Source: Larox Oyj