Larox Oyj - Company Announcement

Outotec completes acquisition of control in Larox through directed share issue

LAROX OYJ 	COMPANY ANNOUNCEMENT  18.12.2009  16.00 pm                           

Outotec completes acquisition of control in Larox through directed share issue  
and makes mandatory public tender offer for the remaining Larox shares          

Larox Oyj has today been informed that Outotec Oyj ("Outotec") has received 
necessary approvals from the competition authorities to proceed with the        
acquisition of Larox Corporation ("Larox"). Outotec will complete the share     
transactions with certain main shareholders of Larox to acquire control in Larox
("Share Transactions") through directed share issue on December 21, 2009.       

In the Share Transactions, certain members of the Vartiainen family, Capillary  
Oy, Ilmarinen Mutual Pension Insurance Company, Mikko Laakkonen and Laakkosen   
Arvopaperi Oy (the "Sellers") sell all their Larox series A and B shares to     
Outotec. The shares correspond altogether to 94.40 per cent of all the votes in 
Larox and 70.48 per cent of all the shares in Larox.                            

Larox will upon the completion of the Share Transactions become a subsidiary of 
Outotec. According to Outotec's company announcement Outotec intends to request 
the Board of Directors of Larox to convene an extraordinary shareholders'
meeting to 
decide upon the future composition of the Board of Directors.                   

Following the completion of the Share Transactions, Outotec will commence the   
mandatory public tender offer for all the remaining Larox series A and B shares 
(the "Tender Offer"). The Tender Offer will also include all the unused         
subscription rights relating to the 1994 bonus issue by Larox. The acceptance   
period under the Tender Offer is expected to commence on or about December 28,  
2009 and to end on or about January 22, 2010, unless the offer period is        
extended.                                                                       

The consideration to be offered for each series A and series B share in the     
Tender Offer equals to the consideration paid to the Sellers in the Share       
Transactions, i.e. 0.45 Outotec shares per each Larox series A share and 0.40   
Outotec shares per each Larox series B share. As required under the Finnish     
Securities Market Act, a cash consideration of EUR 10.76 per each series A share
and EUR 9.56 per each series B share will be offered as an alternative in the   
Tender Offer. The consideration to be offered for each unused subscription right
is EUR 11.47 in cash.                                                           

The full terms and conditions of the Tender Offer are expected to be published  
on or about December 22, 2009 following the Finnish Financial Supervisory       
Authority's approval of the tender offer document and offering circular relating
to the Tender Offer.                                                            

Outotec stock exchange release published today is enclosed in its entirety in   
this company announcement (ENCLOSURE 1).                                        

Larox Corporation                                                               


For further information:                                                        
Mr. Topi Karppanen                                                              
President & CEO                                        

Phone +358 (0) 20 7687210                                                       
Fax +358 (0) 20 7687277                                                         
topi.karppanen@larox.com                                                        
www.larox.com                                                                   

Distribution NASDAQ OMX Helsinki Ltd., Central Media                            

Larox develops, designs and manufactures industrial filters and is a leading    
technology company in its field. Larox is a full service solution provider in   
filtration for separating solids from liquids. It supplies comprehensive        
aftermarket services throughout the lifespan of the Larox solution. Companies   
world-wide in mining and metallurgy, chemical processing and related industries 
benefit from the Larox technologies. Larox operates in over 40 countries and    
has about 600 employees. Larox has production facilities in Finland and in      
China, and the Group is headquartered in Lappeenranta, Finland. Net sales in    
2008 totaled 208.0 million euros, of which more than 93 % were generated by     
exports and the company's foreign operations.                                   


ENCLOSURE 1                                                                     

OUTOTEC OYJ STOCK EXCHANGE RELEASE, DECEMBER 18, 2009 AT 2.00 PM                



Outotec Oyj ("Outotec") has received necessary approvals from the competition   
authorities to proceed with the acquisition of Larox Corporation ("Larox").     
Outotec will complete the share transactions with certain main shareholders of  
Larox to acquire control in Larox ("Share Transactions") through directed share 
issue on December 21, 2009. Larox will upon the completion of the Share         
Transactions become a subsidiary of Outotec. Outotec will also make mandatory   
public tender offer for the remaining Larox shares.                             


The management of Outotec has started the planning of a new, more efficient and 
flexible business structure and operating model for Outotec along with the      
planning of Larox' integration, so that the new business structure and operating
model could be implemented in the spring of 2010. Outotec also intends to       
request the Board of Directors of Larox to convene an extraordinary general     
meeting to decide upon the future composition of the Board of Directors.        


The combination of the businesses of Outotec and Larox will further strengthen  
Outotec's position as a globally leading provider of technology solutions and   
services to the mining and metals industry and enable the development and growth
of the Larox business in an international, financially solid technology group   
operating in the same industry.                                                 


Outotec announced on October 15, 2009 that it had agreed on Share Transactions  
with certain main shareholders of Larox and that upon the completion of the     
Share Transactions, Outotec would make a mandatory public tender offer for all  
the remaining Larox shares.                                                     


In the Share Transactions, certain members of the Vartiainen family, Capillary  
Oy, Ilmarinen Mutual Pension Insurance Company, Mikko Laakkonen and Laakkosen   
Arvopaperi Oy (the "Sellers") sell all their Larox series A and B shares to     
Outotec. The shares correspond altogether to 94.40 per cent of all the votes in 
Larox and 70.48 per cent of all the shares in Larox.                            


The consideration for the Larox shares purchased from the Sellers will be paid  
in the form of 2,763,419 new Outotec shares. The Board of Directors of Outotec  
will on December 21, 2009 decide on the necessary directed share issue to the   
Sellers pursuant to the authorization given to the Board of Directors by the    
Annual General Meeting of Outotec on March 18, 2009. The completion of the Share
Transactions and the subsequent mandatory tender offer enable the combination of
the businesses of Outotec and Larox, and there are thus weighty financial       
reasons to deviate from the pre-emptive subscription right of shareholders. The 
new Outotec shares will be registered in the Finnish Trade Register on December 
22, 2009, after which the total number of registered Outotec shares will amount 
to 44,763,419. The new Outotec shares will become subject to public trading on  
NASDAQ OMX Helsinki Ltd. on or about December 23, 2009.                         


Following the completion of the Share Transactions, Outotec will commence the   
mandatory public tender offer for all the remaining Larox series A and B shares 
(the "Tender Offer"). The Tender Offer will also include all the unused         
subscription rights relating to the 1994 bonus issue by Larox. The acceptance   
period under the Tender Offer is expected to commence on or about December 28,  
2009 and to end on or about January 22, 2010, unless the offer period is        
extended.                                                                       


The consideration to be offered for each series A and series B share in the     
Tender Offer equals to the consideration paid to the Sellers in the Share       
Transactions, i.e. 0.45 Outotec shares per each Larox series A share and 0.40   
Outotec shares per each Larox series B share. As required under the Finnish     
Securities Market Act, a cash consideration of EUR 10.76 per each series A share
and EUR 9.56 per each series B share will be offered as an alternative in the   
Tender Offer. The consideration to be offered for each unused subscription right
is EUR 11.47 in cash.                                                           


The full terms and conditions of the Tender Offer are expected to be published  
on or about December 22, 2009 following the Finnish Financial Supervisory       
Authority's approval of the tender offer document and offering circular relating
to the Tender Offer.                             


Information regarding the companies                                             


Outotec is a leading international developer and provider of technologies for   
the mining and metallurgical industries. It offers innovative and               
environmentally sound plants, processes, equipment and services to its customers
worldwide. Outotec's sales in 2008 amounted to approximately EUR 1.2 billion and
the company has approximately 2,500 employees in 21 countries. Outotec's        
headquarters are located in Espoo, Finland. Outotec is listed on NASDAQ OMX     
Helsinki and its market capitalization on December 17, 2009, was approximately  
EUR 925 million. Additional information at www.outotec.com.                     


Larox develops and delivers industrial filters for separating solids from       
liquids. Larox's filtration solutions are mainly used worldwide in the mining   
and metallurgical industries as well as in chemical processing. Larox operates  
in over 40 countries. The company is headquartered in Lappeenranta, Finland and 
it has production facilities in Finland and China. Sales in 2008 totalled EUR   
208.0 million, and the number of employees was approximately 560. Larox is      
listed on NASDAQ OMX Helsinki and on December 17, 2009, the market              
capitalization of its series B shares subject to public trading was             
approximately EUR 69 million. Additional information at www.larox.com.          

For further information, please contact:                                        


OUTOTEC OYJ                                                                     


Tapani Järvinen, CEO, tel. +358 20 529 2000                                     
Vesa-Pekka Takala, CFO, tel. +358 20 529 211, +358 40 570 0074                  
Rita Uotila, VP - Investor Relations, tel. +358 20 529 2003, +358 0400 954 141  
Eila Paatela, VP - Corporate Communications, tel. +358 20 529 2004, +358 400 817
198                                                                             


e-mails: firstname.lastname@outotec.com                                         

DISTRIBUTION                                                                    
NASDAQ OMX Helsinki                                                             
Main media                                                                      
www.outotec.com                                                                 


THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION   

WHERE PROHIBITED BY APPLICABLE LAW AND THIS STOCK EXCHANGE RELEASE IS NOT AND   
MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION  
WHERE PROHIBITED BY APPLICABLE LAW BY ANY MEANS WHATSOEVER INCLUDING, WITHOUT   
LIMITATION, MAIL, FACSIMILE TRANSMISSION, E-MAIL OR TELEPHONE.