2009-10-23 08:00:00 CEST

2009-10-23 08:00:01 CEST


Finnish English
Ruukki Group Oyj - Tender offer

ACQUISITION OF SYLVANIA RESOURCES LIMITED CANCELLED


Ruukki Group Plc, Stock Exchange Release, 23 October 2009 at 09:00 a.m.         

ACQUISITION OF SYLVANIA RESOURCES LIMITED CANCELLED                             

Ruukki Group Plc (“Ruukki”) announced on 30 June 2009 its intention to acquire  
100% of the share capital of Sylvania Resources Limited (“Sylvania”). The       
acquisition was to be carried out by a scheme of arrangement governed by the    
laws of Australia.                                                              

When implementing the merger process in accordance with the merger              
implementation agreement signed on 30 June 2009, the parties have faced serious 
obstacles hampering the planned merger as well as the estimated benefits it was 
expected to generate. Therefore, the parties have today decided to terminate the
merger implementation agreement by mutual consent.                              

The Board of Ruukki assesses that the difficulties which have arisen would      
potentially have risked the financial and operative benefits to be realised via 
the merger. As a result, the cancellation of the merger is considered to be in  
the interests of the company and its shareholders.                              

The cancellation agreement now signed states that neither party is obliged to   
pay any break fee due to termination.                                           

Due to the cancellation of the Sylvania acquisition, Ruukki's intention to      
expand its business to platinum group metals and its target to become a         
vertically integrated metal company will not be realised as planned. Ruukki will
continue to report its minerals business as a single segment. Respectively,     
there will be no changes in Ruukki's shareholding consequential to the          
completion of the arrangement, and moreover no dilution resulting from the share
issue and issuing of option rights will take place.                             

Transaction costs incurred to date, including inter alia advisory fees, amount  
to approximately EUR 2.1 million, of which EUR 1.1 million relate to the first  
half of 2009. It is not expected that any material additional costs would be    
realised in relation to the original merger agreement. Ruukki has recognised the
transaction costs in the group income statement according to accruals basis, and
thus they already have affected the reported results as well as the profit      
forecast for the full financial year.                                           

Ruukki and Sylvania have decided to jointly evaluate whether there are          
possibilities for cooperation in the platinum group metals business based on    
some alternative structure. However, this analysis is still in a very           
preliminary phase. Ruukki will separately announce the progress of this process 
if needed.                                                                      

According to Alwyn Smit, Chief Executive Officer of Ruukki Group Plc:           
“Following on from the decision to terminate the merger implementation agreement
with Sylvania, we will be focussed on pursuing opportunities to produce platinum
group metals as part of our strategy towards vertical integration, utilising our
existing smelting operations to capture additional value. The existing Ruukki   
furnaces, currently used for production of ferrochrome and other metal alloys   
can be modified to process other minerals, including PGMs.”                     

“Subject to substantial due diligence following the announcement of the merger  
agreement, it was decided by both parties that operational synergies could be   
better exploited though more focussed joint venture opportunities. Ruukki is    
currently assessing a number of opportunities in this respect, which offer      
exciting avenues to deliver on its growth strategy and create value for         
shareholders.”                                                                  

RUUKKI GROUP PLC                                                                

BOARD OF DIRECTORS                                                              

Ruukki Group is an industrial group focusing minerals and wood processing       
businesses. Ruukki Group Plc's shares are listed on NASDAQ OMX Helsinki and     
traded in the mid cap segment, in the industrials sector.                       

For additional information, please contact:                                     

Alwyn Smit                                                                      
Chief Executive Officer                                                         
Ruukki Group Plc                                                                
Telephone +41 7960 19094                                                        
www.ruukkigroup.fi                                                              

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, AS A WHOLE
OR PARTLY IN ANY COUNTRY OR AREA, WHERE IT WOULD LEAD INTO A BREACH OF          
APPLICABLE LAW OR REGULATION.                                                   

This stock exchange release is based on a translation into English of a document
originally written in Finnish. In case of any discrepancies, inconsistencies or 
inaccuracies, the Finnish version shall prevail.