SSAB to commence a compulsory redemption proceeding in respect of remaining Rautaruukki shares; price to be offered EUR 11.24 per share in cash
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or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.
SSAB AB (publ) (“SSAB”) announced earlier today that it will complete the share exchange offer to Rautaruukki Corporation’s (“Rautaruukki”) shareholders.
In accordance with the terms and conditions of the share exchange offer, title to 95.1 percent of Rautaruukki’s shares and votes has now transferred to SSAB. As a result, SSAB has today informed Rautaruukki that the redemption right and obligation under the Finnish Companies Act in respect of the Rautaruukki shares held by minority shareholders has arisen.
SSAB intends to initiate arbitral proceedings as provided in the Finnish Companies Act as soon as possible to complete the compulsory redemption of the shares in Rautaruukki held by minority shareholders. In such compulsory redemption proceeding, SSAB will offer EUR 11.24 in cash for each Rautaruukki share, which corresponds to the market value in euro of SSAB’s class A and class B shares offered as consideration for Rautaruukki shares in the share exchange offer on July 22, 2014, the final day of the offer period.
For further information, please contact:
Andreas Koch, Head of Investor Relations, +46 8 45 45 729, firstname.lastname@example.org
This information is published by SSAB pursuant to the requirements of the Finnish Securities Market Act and the Swedish Securities Market Act. Submitted for publication at 2.30 pm CET, July 29, 2014.
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 the 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 of America, 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” 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.