Press Release

White & Case Advises SSAB in Its Recommended Share Exchange Offer for Rautaruukki

Global law firm White & Case LLP is acting as counsel to SSAB AB (publ) of Sweden on the proposed combination of SSAB with Rautaruukki Oyj of Finland through a recommended share exchange offer to Rautaruukki’s shareholders valued at SEK 10.1 billion (€1.1 billion). This corresponds to a premium of 20 percent for Rautaruukki shareholders based on the last three-month volume-weighted average share prices of both SSAB and Rautaruukki.

Under the terms of the share exchange offer, which was announced today, SSAB will offer Rautaruukki shareholders 0.4752 new Class A shares and 1.2131 new Class B shares for every share they hold in Rautaruukki. The Rautaruukki board recommends shareholders that they accept the share exchange offer and SSAB’s and Rautaruukki’s largest shareholders, AB Industrivärden and Solidium Oy, respectively, have expressed their full support for the proposed combination. The proposed combination is subject to, among others, valid tender of more than 90 percent of Rautaruukki shares by Rautaruukki shareholders and clearance from regulatory authorities, including receipt of approvals from all applicable competition authorities.

The combined company will be a Nordic and U.S.-based steel company with headquarters in Stockholm. It will have a global reach and cost-efficient and flexible production. The proposed combination is expected to create substantial value for the shareholders in the combined company through the realization of annual cost synergies of up to SEK 1.4 billion (€150 million). The combined company will continue to serve customers with a broad offering within high strength steels, standard strip and plate products as well as tubular products.

"White & Case is delighted to represent our longstanding client SSAB in this significant transaction bringing much needed consolidation to the Nordic steel industry," said White & Case’s Helsinki office executive partner Petri Haussila. "Our involvement in this share exchange offer and related matters again demonstrates the value of our experience in acting as legal adviser in some of the biggest and most significant M&A transactions in the Nordic region, where we are able to combine our local law expertise with the support and reach of our global network of offices."

The White & Case team is led by Helsinki executive partner Petri Haussila and assisted by partners Timo Airisto, Petri Avikainen and Mikko Hulkko in Helsinki and partner Magnus Wennerhorn in Stockholm as well as a number of associates based in the Helsinki and Stockholm offices.

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