Deal announcement – EUR 2.7bn acquisition of Inoxum by Outokumpu and EUR 1bn rights issue

Outokumpu Oyj (“Outokumpu”) has announced the combination of Outokumpu with Inoxum Group (“Inoxum”), the stainless steel unit of ThyssenKrupp AG, to create a new global leader in stainless steel.

The combination is expected to  create significant cost synergies, starting in 2014 and estimated to reach an annual run-rate of EUR 225-250 million by 2017, at the latest.

The transaction values Inoxum at an enterprise value of EUR 2.7bn, based on Outokumpu share closing price of EUR 7.36 on 30 January, 2012.

Consideration for Inoxum will comprise cash, shares in Outokumpu, a loan note to be issued to ThyssenKrupp and the assumption by Outokumpu of certain liabilities of Inoxum.

Outokumpu will fund the cash payment in connection with the transaction through an approximately EUR 1 billion rights issue.
Solidium Oy and select other large shareholders of Outokumpu have committed to subscribe in aggregate approximately 37% of the shares in the rights issue; the rest to be fully underwritten by Nordea and JP Morgan.

The completion of the transaction is subject to customary closing conditions, including regulatory approvals. In addition, shareholders of Outokumpu will have to authorize the board of directors of Outokumpu to issue new shares in the rights offering and in a directed issue to ThyssenKrupp at closing of the transaction, expected in Q4 2012.

Nordea deal team

Corporate Finance, Helsinki
- Mika Viitanen
- Esa Hanttu
- Antti Roiha
- Matti Virolainen
 
CMB, Helsinki
- Ari Vainio

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