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SOLIDIUM SUPPORTS THE COMBINATION OF RAUTARUUKKI AND SSAB INTO A SINGIFICANT NORDIC STEEL COMPANY WITH FOCUS ON SPECIAL STEELS

22.1.2014

Solidium supports the transaction announced today by Rautaruukki Oyj and SSAB AB, whereby the companies intend to combine into a significant Nordic carbon steel company with production also in North America and a strong foothold in special steels globally. The combination will expedite the execution of the special steels focused strategies of Rautaruukki and SSAB and enable the achievement of significant synergies, expected to amount to up to EUR 150 million annually.

“The combination of Rautaruukki and SSAB has been contemplated several times during the last few decades. Right now there is particularly strong strategic and financial reasoning for the transaction. As the European carbon steel market is suffering from substantial overcapacity, small producers, such as Rautaruukki and SSAB, can be competitive by focusing their production into high-quality steel products. The combination offers Rautaruukki a possibility to faster execute its special steels based strategy and to participate in the formation of a globally significant special steel producer” comments Kari Järvinen, the Managing Director of Solidium.

The profitability of steel producers is negatively impacted by the structural decline in the carbon steel demand in Europe and the high price levels of raw materials. Tight cost control and the ability to flexibly react to changes in the demand are crucial for steel producers due to the market situation. Rautaruukki and SSAB have together prepared an industrial plan, which seeks to improve the competitiveness and flexibility of the production set-up, and enables the application of best practices in the production units of the combined entity. The transaction diminishes Rautaruukki’s dependency of the European steel demand by increased share of special steels with global markets and the North American presence of the group.

”As an owner, Solidium has been supporting Rautaruukki’s Board and management in the discussions concerning the transaction. This transaction creates a stronger Nordic steel company in which Rautaruukki’s significant product development and knowhow base have a central role”, Kari Järvinen states.

”Our view is that the transaction is beneficial to Rautaruukki’s shareholders, personnel and customers. As a result of the substantial synergy benefits, there is a clear financial rationale behind the transaction. The shareholders of Rautaruukki receive a significant part of these synergy benefits through the beneficial exchange ratio”, Järvinen continues.

The combination is implemented through a share exchange offer by SSAB to all Rautaruukki’s shareholders. Solidium has given its commitment to accept the share exchange offer and to support the execution of the combination. Solidium will become the largest owner of the combined company in terms of the number of shares and the second largest in terms of the votes (holding 16.8 percent of total shares and 10.0 percent of total votes assuming that all Rautaruukki’s shareholders accept the share exchange offer). The exchange ratio offers a premium of 20 percent for Rautaruukki’s shareholders compared with the last closing price of Rautaruukki shares preceding the announcement and a premium of 25 percent compared with the volume weighted average price of Rautaruukki shares during the three months preceding the announcement.

AB Industrivärden, the main shareholder of SSAB, has declared its intention in SSAB’s nomination committee to support the election of two Board members as proposed by Solidium to the Board of Directors of the combined entity during two years following the completion of the transaction. Solidium intends to propose to the SSAB’s nomination committee the election of Kim Gran, the Chairman of Rautaruukki’s Board of Directors, and Matti Lievonen, the Vice Chairman of Rautaruukki’s Board of Directors, into SSAB’s Board of Directors in the Extraordinary General Meeting held immediately following the completion of the transaction. Respectively, Solidium has declared its intention in SSAB’s nomination committee to support the election of the Chairman of the Board and two Board members as proposed by Industrivärden during two years following the completion of the transaction.

Further information: Managing director, Kari Järvinen, Solidium Oy, tel. +358 40 548 3995.

Solidium is a limited company wholly owned by the State of Finland. Its mission is to strengthen and stabilise Finnish ownership in nationally important companies and increase the value of its holdings in the long run. Investment activities are based on financial analysis. The core of Solidium’s investment strategy is engagement and value enhancing management of its current holdings. Through its stakes, Solidium is a minority owner in twelve listed companies: Elisa, Kemira, Metso, Outokumpu, Outotec, Rautaruukki, Sampo, Stora Enso, Talvivaara Mining Company, TeliaSonera, Tieto and Valmet. The market value of Solidium’s investments is approximately EUR 8.2 billion at the date of this press release. Further information: www.solidium.fi.

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