CB/A 1 dp114717_cba.htm FORM CB/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form CB/A

 

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
(AMENDMENT NO. 1)

 

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

 

Securities Act Rule 801 (Rights Offering) ☐
Securities Act Rule 802 (Exchange Offer) ☒
Exchange Act Rule 13e-4(h)(8) (Issuer  Tender Offer) ☐
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) ☐
Exchange Act Rule 14e-2(d) (Subject Company Response)    ☐
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)    ☐

 

 

Metso Corporation

 

(Name of Subject Company)

 

 

n/a

 

(Translation of Subject Company’s Name into English (if applicable))

 

 

Republic of Finland

 

(Jurisdiction of Subject Company’s Incorporation or Organization)

 

 

Outotec Oyj

 

(Name of Person(s) Furnishing Form)

 

 

Series 22 EUR 100,000,000 Fixed Rate Notes due 27 June 2022

(the “2022 Notes”); and

Series 24 EUR 300,000,000 1.125% Senior Notes due 13 June 2024

(the “2024 Notes”),

each issued by Metso Corporation

 

(Title of Class of Subject Securities)

 

 

No CUSIP numbers issued.

 

2022 Notes:

ISIN: XS0795500437; Common Code: 079550043

2024 Notes:

ISIN: XS1626574708; Common Code: 162657470

 

(CUSIP Number of Class of Securities (if applicable))

 

1

 

Minna Helppi

Töölönlahdenkatu 2

Helsinki

FI-00100

Finland

+358 20 484 100

 

(Name, Address (including zip code) and Telephone Number (including area code) of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

 

 

October 8, 2019

 

(Date Tender Offer/Rights Offering Commenced)

 

 

 

PART I - INFORMATION SENT TO SECURITY HOLDERS

 

Item 1. Home Jurisdiction Documents

 

Exhibit No. Description
99.1 Consent Solicitation Memorandum, dated October 8, 2019(*)
99.2 Notice of Meeting of the Holders of the 2022 Notes, dated October 8, 2019(*)
99.3 Notice of Meeting of the Holders of the 2024 Notes, dated October 8, 2019(*)
99.4 Press release regarding the consent solicitation, dated October 8, 2019(*)
99.5 IIIA notice, dated October 8, 2019(*)
99.6 Investor presentation, dated October 8, 2019(*)
99.7 Press release regarding the results of the consent solicitation, dated October 30, 2019
   
(*) Previously furnished to the Securities and Exchange Commission as an Exhibit to Form CB dated October 9, 2019
   

Item 2. Informational Legends

 

The required legend has been prominently included in the documents referred to in Item 1.

 

PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

 

n/a

 

PART III - CONSENT TO SERVICE OF PROCESS

 

A written irrevocable consent and power of attorney on Form F-X was previously filed with the Securities and Exchange Commission on October 9, 2019.

 

2

 

PART IV - SIGNATURES

 

After due inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

 

/s/ Jari Ålgars /s/ Nina Kiviranta

(Signature)

 

 

Jari Ålgars
Chief Financial Officer		 Nina Kiviranta
General Counsel

(Name and Title)

 

 

October 30, 2019

 

(Date)

 

 

 

 

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