NOT FOR RELEASE, PUBLICATION, DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (EACH A "U.S. PERSON")) OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Metso Corporation (the "Offeror" or "Metso") has today launched an invitation to holders of the outstanding EUR 300,000,000 4.875 per cent Notes due 2027 (the "Notes") issued by Metso, to tender their Notes for purchase by the Offeror for cash up to EUR 130,000,000 in aggregate nominal amount of the Notes, which may be increased or decreased by the Offeror in its sole discretion on the terms and conditions set out in the Tender Offer Memorandum dated May 19, 2025 (the "Tender Offer Memorandum") (the "Offer").

The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

In addition, the Offeror announces today its intention to issue new euro-denominated fixed rate notes under its EUR 2,000,000,000 Euro Medium Term Note Programme (the "New Notes"), subject to market conditions. Whether the Offeror will accept for purchase any Notes validly tendered in the Offer is subject to, without limitation, the successful completion (in the determination of the Offeror) of the issue of the New Notes (the "New Issue Condition").

The purchase price payable by the Offeror will be determined as provided in the Tender Offer Memorandum. The purpose of the Offer, in conjunction with the proposed issuance of the New Notes is to proactively manage the Offeror's overall debt redemptions and to extend the debt maturity profile of the Offeror (subject to satisfaction of the New Issue Condition). The Offer period begins on May 19, 2025 and closes at 4:00 p.m. London time on May 27, 2025, unless extended, re-opened, withdrawn or terminated early at the sole discretion of the Offeror, as provided in the Tender Offer Memorandum.

Citigroup Global Markets Limited and Skandinaviska Enskilda Banken AB (publ) act as Dealer Managers for the Offer and Citibank, N.A., London Branch acts as Tender Agent. Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ) act as joint bookrunners for the issue of the New Notes.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer.  If any Noteholder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take or is unsure of the impact of the Offer, it is recommended to seek its own legal, tax, accounting and financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Notes pursuant to the Offer. None of the Offeror, the Dealer Managers or the Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons , is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Dealer Managers, the Tender Agent, the Offeror, nor any director, officer, employee, agent or affiliate of any such person makes any recommendation whether Noteholders should tender or refrain from tendering all or any portion of the nominal amount of their Notes in the Offer and none of them has authorised any person to make any such recommendation

None of the Dealer Managers, the Tender Agent, the Offeror or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offeror, the Notes or the Offer contained in this announcement or in the Tender Offer Memorandum.

Offer and Distribution Restrictions

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions, including those set forth in the Tender Offer Memorandum. Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

Further information, please contact:

Mikko Vainikka, Vice President Group Treasury
Metso Corporation
tel. +358 40 584 9695
mikko.vainikka@metso.com

Distribution:
 

Nasdaq Helsinki Ltd

Main media

www.metso.com

Metso is a frontrunner in sustainable technologies, end-to-end solutions and services for the aggregates, minerals processing and metals refining industries globally. We improve our customers' energy and water efficiency, increase their productivity, and reduce environmental risks with our product and service expertise. We are the partner for positive change.

Metso is headquartered in Espoo, Finland. At the end of 2024 Metso had close to 17,000 employees in around 50 countries, and sales in 2024 were about EUR 4.9 billion. Metso is listed on the Nasdaq Helsinki. metso.com