The boards of Metso and Outotec have unanimously approved a demerger plan and a combination agreement to combine Metso’s Minerals business with Outotec.

As part of the deal, Metso Flow Control, which was recently split off from the Metso Minerals division, will become a pure-play listed entity under the name of Neles.

The combination of Metso Minerals and Outotec is highly complementary and will create a unique company in the industry, according to the two companies. “Metso Outotec will leverage the strengths of both companies, including technology and R&D, product and process excellence, scale and global service offering footprint. The combination will deliver significant benefits to all stakeholders,” they said.

The combined company, Metso Outotec Corp, had illustrative 2018 combined sales and adjusted EBITA of €3.9 billion ($4.4 billion) and €369 million (excluding the impact of the €110 million provision recorded in relation to the ilmenite smelter project as described in Outotec’s 2018 financial statements).

This represents an illustrative combined adjusted EBITA margin of 9.6% in 2018, excluding the benefit of the expected synergies, and also Metso’s recently announced acquisition of McCloskey International. Including McCloskey, illustrative 2018 combined sales would have been approximately €4.2 billion.

Metso Minerals and Outotec expect to achieve run-rate annual pre-tax cost synergies of at least €100 million, and run-rate annual revenue synergies of at least €150 million, delivering significant value for shareholders, they said.

Upon completion of the agreed demerger, Metso shareholders will receive 4.3 newly-issued shares in Outotec for each share owned in Metso on the record date. This implies Metso shareholders would own around 78% of the shares and votes of Metso Outotec, and Outotec shareholders would own the remaining 22% of the shares and votes of Metso Outotec. In addition, Metso shareholders will retain their current shares in Metso, which will be renamed Neles.

The current CEO of Metso, Pekka Vauramo, will become Metso Outotec’s CEO, and the current CEO of Outotec, Markku Teräsvasara, will become the Deputy CEO of Metso Outotec. Eeva Sipilä will become the CFO and Deputy CEO of Metso Outotec.

The board of Metso Outotec will include board members from both companies. It is proposed that Metso Outotec’s Chairman will be Mikael Lilius and that the Vice Chairman will be Matti Alahuhta.

Shareholders representing 33.6% of the shares and votes of Metso and shareholders representing 24.8% of the shares and votes of Outotec have irrevocably undertaken to vote in favour of the transaction, which the companies hope will close in the June quarter of 2020.

Metso Outotec’s headquarters will be in Helsinki, Finland and it will maintain its listing on Nasdaq Helsinki, the companies said.

Outotec Chairman, Matti Alahuhta, called the deal an “industry-shaping combination” that joins two “uniquely complementary companies”, while Metso Chairman, Mikael Lilius, said the deal represented a “transformational combination of two great companies” and the simultaneous creation of an “independent leader in flow control”.

Outotec CEO, Markku Teräsvasara, said: “The combination of Outotec and Metso marks an important milestone in each company’s history and in Outotec’s strategic development. I am excited about the many benefits that the combination will deliver for customers, employees and ultimately shareholders, with the larger scale and combined strengths of both companies. Outotec has a highly compelling portfolio of technologies and capabilities that will be a key catalyst for unlocking many of these benefits. I look forward to building a great new company together with the Outotec and Metso Minerals employees, as part of Metso Outotec.”

And, Metso CEO, Pekka Vauramo, said: “This is a unique opportunity to create value for our customers, employees and partners globally. Metso Outotec will have capabilities that will enable us to drive sustainable growth, while providing our customers with high-quality technology, equipment and services that will ultimately improve their businesses. We will have an extensive global presence, complementary offering, strong services and a large installed base. We also have excellent people – the best talent in the industry. I am therefore eagerly waiting to join with Outotec’s personnel to begin our exciting journey together.”

The combination of the two companies is, according to Metso and Outotec, expected to deliver a range of strategic, commercial, operational and financial benefits:

• A leading company with a wide presence across the value chain allowing Metso Outotec to provide an end-to-end offering in minerals processing;
• Enlarged installed base coupled with advanced service offering providing opportunities to unlock significant benefits;
• Leadership in sustainable technology across all businesses;
• Breadth across verticals (minerals/metals/aggregates), geography and application provide enhanced performance;
• Significant revenue and cost synergies, and;
• Solid capital structure and attractive dividend policy.

The companies said: “The combination of Metso Minerals and Outotec will create a leading company in process technology, equipment and services serving the minerals, metals and aggregates industries. Metso Outotec will also have expertise in specialist areas, such as recycling and energy solutions.”

Metso Outotec will have a presence across the full minerals processing and metals refining value chain, with a “differentiated ability to deliver end-to-end solutions across the whole process from crushing to end products”, they said. The combined company will own a broad portfolio of leading technologies in, for example, comminution, beneficiation and metals refining, as well as a market leading aggregates business and global strength in services.

On a combined basis, Metso Minerals and Outotec had 15,630 employees globally, as of March 31, 2019, with close to 100 nationalities represented.

Completion of the transaction is subject to approval by a majority of two-thirds of votes cast and shares represented at the respective EGMs of Metso and Outotec, regulatory approvals, including competition clearances, and other conditions.

As a result of the combination of Metso Minerals and Outotec, Metso will be renamed as Neles and will become a globally recognised flow control company with highly attractive market positions.

Neles, which will continue to be listed on Nasdaq Helsinki, is expected to create additional value for Metso’s shareholders as a separate entity through:

• Leading position as a flow control solution provider with market leadership across pulp & paper valves and down stream oil & gas control valves;
• Continued outperformance of market growth with best-in-class profitability and proven resilience through the cycle;
• Diversified sales mix both by region and industry;
• A fully focused, dedicated management to deliver shareholder value and leverage further growth opportunities;
• Solid balance sheet and financial position, and;
• Crystallisation of attractive sector trading multiples.

At year-end 2018, Neles had illustrative combined net cash of €72 million. To support the capital structure of Neles, Metso has entered into a €150 million term loan facility agreement, which may be used for the repayment and replacement of Metso’s credit facilities and other liabilities that benefit the flow control business and are to remain with Neles post completion. Prior to the completion, Metso is also expected to enter into a new revolving credit facility of €200 million to be used for the general corporate purposes of Neles.

Olli Isotalo, who was named the new CEO of the Flow Control division last month, will become Neles’ CEO.