Scotland-based engineering company Weir Group says after Metso rejects merger proposal that it is not sure if it will revise terms of its offer but still believes there is a compelling strategic rationale for combining the two companies

Debra Garcia

GLASGOW, Scotland , April 16, 2014 (press release) – NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF THAT JURISDICTION

The Weir Group PLC ("Weir") notes the statement today by Metso Corporation (“Metso”) rejecting Weir’s indicative all share merger proposal which was submitted to the Metso Board on 27 March 2014.

Weir had proposed an all-share merger under which Metso shareholders would receive 0.8400 Weir shares per Metso share held, resulting in Metso shareholders owning, in aggregate, approximately 37% of the combined company.

The proposal was structured to enable the shareholders of both Metso and Weir to share in the very significant value creation that would result from material cost synergies in addition to further revenue synergies expected to be generated through the combination.

In keeping with the spirit of the merger proposal, Weir had proposed that the combined company would have a significant presence in, and a long term commitment to, Finland as well as the UK and would be listed in both Finland and the UK with full index inclusion in both countries, alongside shared management and board responsibilities.

Weir continues to believe that there is a compelling strategic rationale for bringing the two companies together in a merger structure. The Board of Weir believes that it has made an attractive merger proposal and there is no certainty that it will revise the terms of its proposal.

Further announcements will be made if and when appropriate.

Merrill Lynch International ("Bank of America Merrill Lynch"), a subsidiary of Bank of America Corporation, is acting exclusively for The Weir Group in connection with its merger proposal and for no one else and will not be responsible to anyone other than The Weir Group for providing the protections afforded to its clients or for providing advice in relation to the merger proposal.

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