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Media archive Pro forma financial information for the period January-December 2013 for the combination of SSAB and Rautaruukki
March 31, 2014 08:00 CET

Pro forma financial information for the period January-December 2013 for the 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This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or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. On January 22, 2014, SSAB AB (publ) (“SSAB”) and Rautaruukki Corporation (“Rautaruukki”) announced a plan to combine the 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 could 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.

 
For further information, please contact:

Andreas Koch, Head of Investor Relations, andreas.koch@ssab.com,
+46 8 45 45 729

  
Unaudited Pro Forma Income Statement

For the year ended December 31, 2013
SSAB IFRS Rautaruukki
IFRS
Pro forma
adjustments
SSAB
Pro forma
(unaudited) (audited) (unaudited) (unaudited)
(EUR in millions) (EUR in millions) (EUR in millions) (EUR in millions)
Sales 4,049 2,405 (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 income 57 13 70
Other operating expenses (50) 0 5 (45)
Shares in earnings of affiliated companies and joint ventures after tax        2          –     (3)          (2)
Operating profit/(loss) (131) 34 (104) (201)
Financial income 7 40 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 interests 0 0 0

  
Unaudited Pro Forma Statement of Comprehensive Income

For the year ended December 31, 2013
SSAB IFRS Rautaruukki
IFRS
Pro forma
adjustments
SSAB
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 operations 9 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 liability 1 9 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 interests 0 0 0

   
Unaudited Pro Forma Balance Sheet

As at December 31, 2013
SSAB IFRS Rautaruukki
IFRS
Pro forma
adjustments
SSAB
Pro forma
(unaudited) (audited) (unaudited) (unaudited)
(EUR in millions) (EUR in millions) (EUR in millions) (EUR in millions)
ASSETS
Fixed assets
Goodwill 1,995 65 102 2,162
Other intangible assets 241 38 29 308
Tangible fixed assets 1,849 1,079 40 2,968
Participations in affiliated companies 32 31 63
Available for sale financial assets 13 (13)
Other non-current receivables 76 (76)
Financial assets 180 90 269
Deferred tax receivables        73        42   (10)     105
Total fixed assets 4,370 1,344 162 5,876
Current assets
Inventories 986 557 39 1,581
Accounts receivable 537 243 (1) 779
Prepaid expenses and accrued income 56 29 85
Current tax receivables 38 4 41
Other current interest-bearing receivables 22 5 27
Financial assets 1 (1)
Other current receivables 33 83 (34) 83
Cash and cash equivalents     239        46 (34)     250
Total current assets 1,912     934     2 2,848
TOTAL ASSETS 6,281 2,278 164 8,723
    
EQUITY AND LIABILITIES
Equity
Share capital 320 238 (7) 552
Other contributed funds 1,117 220 719 2,055
Translation differences (45) 45
Reserves (381) (22) 22 (381)
Retained earnings 1,990     619 (652) 1,957
Total equity for the shareholders in the Company 3,046 1,010 128 4,184
Non-controlling interests        3          3      -          5
TOTAL EQUITY 3,049 1,013 128 4,189
Long-term liabilities
Long-term interest-bearing liabilities 1,807 358 8 2,173
Deferred income 42 42
Pension provisions 13 36 49
Deferred tax liabilities 333 7 18 358
Other long-term liabilities 66 (36) 30
Other long-term provisions        15          2        –        17
Total long-term liabilities 2,211 432 26 2,669
Current liabilities
Short-term interest-bearing liabilities 288 387 12 688
Accounts payable 514 279 (1) 792
Accrued expenses and deferred income 180 100 279
Current tax liabilities 13 3 17
Other current liabilities 23 158 (100) 82
Short-term provisions          3          5        0          8
Total current liabilities 1,021     833    10 1,865
TOTAL EQUITY AND LIABILITIES 6,281 2,278 164 8,723

   
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.