Outokumpu confirms agreement in principle with ...

STOCK EXCHANGE RELEASE
31 January 2012 at 12.20 pm EET



Outokumpu confirms that it has reached an agreement in principle in its negotiations with ThyssenKrupp to combine Inoxum, the stainless steel unit of ThyssenKrupp, with Outokumpu under the operational leadership of Outokumpu. This is pending the approval of Outokumpu's Board of Directors later today and execution of definitive agreements.
The agreement reached with the German labor representatives overnight marks a significant milestone in the negotiations. Specifically, it covers the following areas:

 -  Closure of the Krefeld meltshop by end of 2013.
 -  The melt shop in Bochum will be preserved until the end of 2016.
 -  No compulsory redundancies in German production sites until end of 2015.
 -  Planned total reduction of 850 jobs in Germany of which ThyssenKrupp has committed to offer alternative jobs within ThyssenKrupp for up to 600 of current Inoxum employees.

According to the tentative agreement reached with ThyssenKrupp, the transaction would value Inoxum at an enterprise value of EUR 2.7 billion. The Consideration for Inoxum would comprise a cash payment of EUR 1 billion, new Outokumpu shares representing 29.9% of total share capital (post rights offering and directed share issue to ThyssenKrupp), a loan note of EUR 235 million (initial value) to be issued to ThyssenKrupp and the assumption by Outokumpu of certain liabilities of Inoxum of EUR 422 million. In connection with the transaction, Outokumpu plans to conduct a fully underwritten rights offering of EUR 1 billion, supported by certain key shareholders.

The combination would create significant cost synergies, starting in 2014 and estimated to reach a run-rate of EUR 225-250 million p.a. by 2017 at the latest. Any definitive agreement would be subject to customary closing conditions including regulatory approvals.  

For more information, please contact:

Kari Tuutti, SVP - Communications and Investor relations,
tel. [phone]
[e-mail]

OUTOKUMPU OYJ

Outokumpu is a global leader in stainless steel with the vision to be the undisputed number one. Customers in a wide range of industries use our stainless steel and services worldwide. Being fully recyclable, maintenance-free, as well as very strong and durable material, stainless steel is one of the key building blocks for sustainable future. Outokumpu employs some 8 000 people in more than 30 countries. The Group's head office is located in Espoo, Finland. Outokumpu is listed on the NASDAQ OMX Helsinki.www.outokumpu.com

Disclaimer

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.  There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions.  Outokumpu assumes no responsibility in the event there is a violation by any person of such restrictions. This release includes forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Outokumpu cautions you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that its actual results of operations, financial condition and liquidity and the development of the industry in which Outokumpu operates, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this release.

ENG Announcement 31012012 SER

---

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: Outokumpu Oyj via Thomson Reuters ONE

HUG#1581313