Metso Outotec Oyj

Regulatory Filings • May 28, 2025

Metso announces voluntary tender offer final results

Metso announces voluntary tender offer final results

Metso Corporation's stock exchange release on May 28, 2025, at 3:35 p.m. EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED
OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE
ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF
AMERICA AND THE DISTRICT OF COLUMBIA (THE “UNITED STATES”)) OR TO ANY U.S.
PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (EACH A “U.S. PERSON”)) OR IN OR INTO ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

On May 19, 2025, Metso Corporation (the “Offeror”) launched an invitation to the
holders of its outstanding EUR 300,000,000 4.875 per cent. Notes due 2027 (ISIN:
XS2560415965; Common Code: 256041596) (the “Notes”) to tender their Notes for
purchase by the Offeror for cash up to EUR 130,000,000 in aggregate nominal
amount of the Notes (the “Offer”).

Capitalised terms used in this announcement but not otherwise defined have the
meanings given to them in the tender offer memorandum dated May 19, 2025 (the
“Tender Offer Memorandum”) relating to the Offer.

The Offer expired at 4:00 p.m. (London time) on May 27, 2025 and no further
Notes can be tendered for purchase. As at the Expiration Deadline, an aggregate
nominal amount of EUR 142,431,000 of the Notes had been validly tendered
pursuant to the Offer.

The Offeror has decided to accept for purchase EUR 129,994,000 in aggregate
nominal amount of Notes validly tendered pursuant to the Offer, subject to
proration in accordance with the terms of the Tender Offer Memorandum with a
Proration Factor of approximately 88.395 per cent.

The issue of the EUR 300,000,000 3.750 per cent. Senior Unsecured Notes due 2032
by the Offeror under its EUR 2,000,000,000 Euro Medium Term Note Programme was
completed on May 28, 2025 and the New Issue Condition has therefore been
satisfied.

Accordingly, the results of the Offer are as follows:

[]
Description Outstanding Nominal Proration Interpolated Fixed
Purchase Purchase Outstanding
of Notes nominal amount of Factor Mid-Swap Purchase
Yield Price nominal
amount[(1)] the Rate Spread
amount
Notes
following
accepted
the
for
Settlement
purchase
Date
EUR EUR EUR 88.395 1.973 per 60 bps
2.573 105.018 EUR
300,000,000 300,000,000 129,994,000 per cent. cent.
per per 170,006,000
4.875 per
cent. cent.
cent. Notes
due 2027
(ISIN:
XS2560415965;
Common Code:
256041596)
issued by the
Offeror

Notes:

(1)                            As at the date of the Tender Offer Memorandum.

The Settlement Date for the Offer will be May 30, 2025.

Following the Settlement Date, the Notes repurchased by the Offeror pursuant to
the Offer will be cancelled and will not be re-issued or re-sold. Notes not
repurchased pursuant to the Offer will remain outstanding.

The Offeror will also pay the Accrued Interest Payment in respect of all Notes
accepted for purchase on the Settlement Date.

Further information, please contact:

Mikko Vainikka, Vice President Group Treasury
Metso Corporation
tel. +358 40 584 9695
mikko.vainikka@metso.com

Distribution:

Nasdaq Helsinki Ltd

Main media

www.metso.com

Metso is a frontrunner in sustainable technologies, end-to-end solutions and
services for the aggregates, minerals processing and metals refining industries
globally. We improve our customers' energy and water efficiency, increase their
productivity, and reduce environmental risks with our product and service
expertise. We are the partner for positive change.

Metso is headquartered in Espoo, Finland. At the end of 2024 Metso had close to
17,000 employees in around 50 countries, and sales in 2024 were about EUR 4.9
billion. Metso is listed on the Nasdaq Helsinki.
metso.com (http://www.metso.com)