White & Case Advises Metso Corporation on Combination of Metso Minerals with Outotec

Global law firm White & Case LLP is advising Metso Corporation on the combination of Metso Minerals and Outotec Oyj under the name Metso Outotec, with the remainder of Metso, Metso Flow Control, becoming an independent separately listed company under the name Neles.

"We are advising our long-standing client Metso on this strategically important transaction that positions Metso Outotec with a broader presence across minerals, metals and aggregates value chains, and provides Neles with a more defined focus on flow control," said Helsinki-based White & Case partner Petri Haussila, who leads the Firm’s deal team. "This transaction comprises a reverse takeover implemented through a partial demerger into an existing public company, a structure now used for the first time in a public transaction in Finland. As such, it also represents a major legal milestone."

Metso Corporation is a world-leading industrial company offering equipment and services for the sustainable processing and flow of natural resources in the mining, aggregates, recycling and process industries. Outotec Oyj is a developer of leading process technologies and services for metals and mining, industrial water treatment, alternative energy and chemical industries.

Metso and Outotec have agreed to combine Metso Minerals and Outotec to create Metso Outotec, a leading company in process technology, equipment and services for the minerals, metals and aggregates industries. The combined company had illustrative combined sales of €3.9 billion in 2018 and approximately 15,600 employees. The combination will be implemented through a partial demerger of Metso, in which all assets and liabilities of Metso that relate to Metso Minerals will transfer to Outotec in exchange for shares in Outotec to be issued to Metso shareholders, who will hold 78 percent of the shares in the combined company with the Outotec shareholders holding the remaining 22 percent. Metso Flow Control will remain owned by Metso shareholders and will become an independent company named Neles Corporation. Metso Flow Control had sales of €593 million in 2018 and is expected to have approximately 2,900 employees following the demerger.

The White & Case team advising on the transaction is led by partner Petri Haussila (Helsinki) and includes partners Petri Avikainen, Mikko Hulkko, Janko Lindros, Tanja Törnkvist (all Helsinki), Mark Powell (Brussels), Martin Toto (New York), Jonah Anderson, Richard Pogrel, John Reynolds (all London) and Tilman Kuhn (Düsseldorf), local partner Jeremie Jourdan (Brussels), counsel Henrikki Harsu (New York) and Kristina Zissis (Washington, DC), and associates Eerika Halme, Heidi Hietanen, Essi Lavikkala, Oona Lilja, Jenni Nygård, Kasper Paasikallio, Artturi Puoskari, Liisa Rekola, Jon Termonen, Asta Tukiainen (all Helsinki), Marika Harjula, Bram Vereecken (both Brussels), Elodie Gal (New York), Emily Renzelli, Daniel Rosenthal (both Washington, DC), James Clarke, Rebecca Yourstone, Daisy Wetherill (all London), Franziska Bruggemann, Oskar Frigell (both Stockholm), Thilo Wienke (Düsseldorf), Marianna Frenkel, Hugo J. S. Schwarz Leite (both Frankfurt), Laura Gonzalez (Madrid) and Farid Fatah (Paris).

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