Talvivaara Mining Company Plc acquires 4% shareholding in Talvivaara Sotkamo Ltd from Outokumpu Mining Oy
June 01 2011 - 2:01AM
UK Regulatory
TIDMTALV
Stock Exchange Release
Talvivaara Mining Company Plc
1 June 2011
Acquisition of an additional 4% shareholding in the operating subsidiary,
Talvivaara Sotkamo Ltd, from Outokumpu Mining Oy for EUR60 million
Option to acquire Outokumpu Mining Oy's remaining 16% shareholding in Talvivaara
Sotkamo Ltd for EUR240 million
Talvivaara Mining Company Plc ("Talvivaara" or the "Company") announced today
that it has signed an agreement with Outokumpu Mining Oy ("Outokumpu Mining")
and its parent company Outokumpu Oyj to acquire an additional 4% shareholding in
Talvivaara Sotkamo Ltd ("Talvivaara Sotkamo"), the primary operating subsidiary
of Talvivaara. As a result of this acquisition, Talvivaara's ownership in
Talvivaara Sotkamo increases from 80% to 84% and Outokumpu Mining's ownership
decreases to 16%. The acquisition price for the 4% stake is EUR60 million, and
will be funded from Talvivaara's existing cash resources and available financing
facilities.
Simultaneously, Talvivaara has entered into an exclusive option agreement with
Outokumpu Mining and Outokumpu Oyj (the "Option") whereby it will have the
right, at its sole discretion, in one or more instalments, to acquire Outokumpu
Mining's remaining 16% shareholding in Talvivaara Sotkamo for EUR240 million at
any time prior to 31 March 2012. Should the Company choose to exercise the
Option, entirely or partially, appropriate funding arrangements for the payment
of the exercise price will be considered at that time, keeping in mind the
Company's continuing progress in the ramp-up of its operations and the overall
development of its financial position.
This transaction is anticipated to be accretive for Talvivaara shareholders on
both an earnings per share and net asset value basis in the current financial
year.
Talvivaara has been informed that, in connection with this transaction, Solidium
Oy has agreed to purchase Outokumpu Oyj's shareholding in Talvivaara
representing 4.3% of all Talvivaara shares outstanding.
Merrill Lynch International acted as lead financial advisor to Talvivaara,
Liberum Capital acted as co-financial advisor to the Company and White & Case
acted as Talvivaara's legal advisor.
Pekka Perä, Talvivaara's CEO commented:
"This transaction provides Talvivaara with improved access to the cash flows
generated by Talvivaara Sotkamo through the increased ownership in the operating
subsidiary. This is increasingly important as we continue our production ramp-up
and consider further expansion in the future. Moreover, we are simplifying the
corporate structure further. This is truly excellent news for Talvivaara
shareholders.
Outokumpu has been a valuable partner and a supportive shareholder in Talvivaara
and Talvivaara Sotkamo since the inception of the Company, and throughout its
development into a producing mining operation. We are pleased that they have
been able to participate in the considerable value creation that has resulted
from the ongoing successful development of the operation. Based on the currently
prevailing circumstances, we believe that the exercise of the option to acquire
Outokumpu Mining's remaining 16% stake would be beneficial for Talvivaara as it
would enable further integration of our corporate structure. As a result, we
would expect to exercise the option, in one or more instalments, by 31 March
2012, subject to prevailing market conditions at the time and availability of
financing at attractive terms. "
ENQUIRIES
Talvivaara Mining Company Plc Tel: +358 20 712 9800
Pekka Perä, Chief Executive Officer
Saila Miettinen-Lähde, Chief Financial Officer
Talvivaara Mining Company Plc
Talvivaara Mining Company is an internationally significant base metals producer
with its primary focus on nickel and zinc using a technology known as
bioheapleaching to extract metals out of ore. Bioheapleaching makes extraction
of metals from low grade ore economically viable. The Talvivaara deposits
comprise one of the largest known sulphide nickel resources in Europe. The ore
body is estimated to support anticipated production for several decades.
Talvivaara has secured a 10-year off-take agreement for 100 per cent of its main
output of nickel and cobalt to Norilsk Nickel and entered into a long-term zinc
streaming agreement with Nyrstar NV. Talvivaara is listed on the London Stock
Exchange Main Market and NASDAQ OMX Helsinki and is included in the FTSE 250
Index. Further information can be found atwww.talvivaara.com.
Outokumpu
Outokumpu is a global leader in stainless steel with plants in Finland, Sweden,
the UK and the US producing a wide range of stainless steel products including
hot and cold rolled, precision strip, tubular and long products together with a
comprehensive range of fittings, flanges and welding consumables. Outokumpu also
produces raw materials at its own chrome mine and ferrochrome facility. The
Group's head office is located in Espoo, Finland. Outokumpu has been listed on
the NASDAQ OMX Helsinki since 1988. Further information can be found
atwww.outokumpu.com.
Merrill Lynch International is acting exclusively for the Company and no one
else and will not be responsible to anyone other than the Company for providing
the protections afforded to clients of Merrill Lynch International or for
providing advice in relation to the transaction.
Talvivaara Mining Company Plc Stock Exchange Release 1 June 2011:
http://hugin.info/136227/R/1520517/456870.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE
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