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2011-06-01 07:59:44 CEST 2011-06-01 08:01:05 CEST REGULATED INFORMATION Talvivaaran Kaivososakeyhtiö Oyj - Company AnnouncementTalvivaara Mining Company Plc acquires 4% shareholding in Talvivaara Sotkamo Ltd from Outokumpu Mining OyStock 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 €60 million Option to acquire Outokumpu Mining Oy's remaining 16% shareholding in Talvivaara Sotkamo Ltd for €240 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 €60 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 €240 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. [HUG#1520517] |
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