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Uutisarkisto The European Commission has approved the combination of SSAB and Rautaruukki and SSAB proceeds with the completion of the share exchange offer
14.7.2014 19:15 CET

The European Commission has approved the combination of SSAB and Rautaruukki and SSAB proceeds with the completion of the share exchange offer

This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken, in addition to the requirements under Finnish and Swedish law. For further information, please see “Important notice” in this stock exchange release.

Today, SSAB AB (publ) (“SSAB”) has received the required regulatory competition approval from the European Commission for the combination of SSAB and Rautaruukki Corporation (“Rautaruukki”).

SSAB has received the European Commission’s approval for the combination with Rautaruukki. The approval is conditional on a commitment by SSAB to divest the following assets within its Nordic Steel Distribution system and Finnish construction business: one steel service center in Sweden and one in Finland, Tibnor Oy in Finland (a wholly owned subsidiary of Tibnor AB), the 50 percent ownership interest in each of Norsk Stål AS (NS) and Norsk Stål Tynnplater AS (NST), and Plannja Oy in Finland (a wholly owned subsidiary to Plannja AB). SSAB will immediately start the divestiture process. These divestments will not affect the previously communicated synergy potential or the industrial logic behind the combination, since certain concessions were already expected. Regulatory competition approvals have previously been granted in Russia, Turkey and Ukraine. No further regulatory competition approvals are necessary for the completion of the share exchange offer.

SSAB proceeds with the share exchange offer to Rautaruukki´s shareholders

The offer period of the share exchange offer in which SSAB offers to acquire all of the outstanding shares of Rautaruukki not owned by Rautaruukki or its subsidiaries will expire on July 22, 2014. The transaction is expected to close shortly thereafter conditional on shareholders with more than 90 percent of the shares having accepted the share exchange offer.

For further information, please contact:

Andreas Koch, Head of Investor Relations, +46 8 45 45 729, andreas.koch@ssab.com

Marie Elfstrand, Director External Communications, +46 8 45 45 734, marie.elfstrand@ssab.com

Important notice

This release may not be released or otherwise distributed, in whole or in part, in or into the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any other jurisdiction where prohibited by applicable laws or rules. This release is not a share exchange offer document or a prospectus and as such does not constitute an offer or invitation to make a sales offer. Investors shall accept the share exchange offer for the shares only on the basis of the information provided in the share exchange offer document and prospectus in respect of the share exchange offer. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any exchange offer document or registration or other requirements would apply in addition to those undertaken in Finland and Sweden.

The share exchange offer document and prospectus in respect of the share exchange offer as well as related acceptance forms will not and may not be distributed, forwarded or transmitted into, in or from any jurisdiction where prohibited by applicable law. In particular, the share exchange offer is not being made, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or, subject to certain exceptions, the United States of America. The share exchange offer cannot be accepted from within Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or, subject to certain exceptions, the United States of America.

The SSAB shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any of the relevant securities laws of any state or other jurisdiction of the United States of America. The SSAB shares may not be offered or sold in the United States of America, except pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.

It should be noted that certain statements herein which are not historical facts, and statements preceded by “expects” or similar expressions, may be forward-looking statements. These statements are based on current decisions and plans and currently known factors. They involve risks and uncertainties which may cause the actual results to materially differ from the results currently expected.