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2014-05-28

Metso Corporation: Metso's Board of Directors rejected new approach from Weir

Metso's Board of Directors rejected new approach from Weir

Metso Corporation's stock exchange release on May 28, 2014 at 10:25 a.m. local
time
Metso Corporation confirms information released by The Weir Group relating to
its latest proposal to Metso concerning a potential business combination of
the two companies. Following thorough and careful consideration of the
interests of the company's shareholders, Metso's Board of Directors decided
to reject also this revised proposal. The Board concluded that the revised
proposal continues to significantly undervalue Metso and the value to
shareholders of Metso continuing as an independent company pursuing its own
growth strategy.

The revised proposal was based on an assessment of the value of Weir and Metso
shares and proposed an exchange ratio of 0.95 Weir shares per Metso share, a
small increase on the initial exchange ratio of 0.84 Weir shares. In their
revised proposal, Weir calculated that the proposal placed an implied value
of EUR 29.40 on Metso shares, based on the market price for Weir share and
currency exchange rate on May 19, 2014. This exchange ratio would imply an
ownership of 40% in the combined company for Metso's shareholders, compared
to 37.1% for the initial offer.

Metso is a leading process performance provider, with strong positions in the
mining, construction, and oil&gas industries. All of its core businesses have
significant opportunities for growth. Metso has successfully completed the
demerger of Valmet Corporation and the Board believes that the company and
its management team have significant opportunities to deliver substantial
value to shareholders in its different end markets across mining,
construction and automation.

The mining capital equipment market is currently experiencing a trough, and
historical benchmarks indicate there is room for upside in the market when
the investment cycle turns. Weir's offer is made at a timing when the mining
capital equipment business is at a low point in the cycle. In addition, the
management of Metso is focused on delivering financial performance through a
range of initiatives like the ongoing cost efficiency program and the
development of its services business. Based on these factors, amongst others,
the Metso Board firmly believes that the Weir revised proposal significantly
undervalues Metso's prospects. Also the timing of the revised proposal is
opportunistic given the relative position in the cycle of the respective end
markets of Metso and Weir.

"We have considered the approaches from Weir carefully and thoroughly," says
Mikael Lilius, Chairman of the Metso Board. "We have also carefully
considered the opportunities that Metso has as an independent company and its
strong growth prospects. We believe that Metso has a real opportunity to
create significant value for all its shareholders by pursuing its own course
and that the proposal from Weir significantly undervalues this opportunity
and that a takeover by Weir at these conditions would not be in our
shareholders' best interests."

Metso is a leading process performance provider, with customers in the mining,
construction, and oil&gas industries. Our focus is on the continuous
development of intelligent solutions that improve sustainability and
profitability. Metso's
shares are listed on the NASDAQ OMX Helsinki Ltd. Metso employs around 16,000
professionals
in 50 countries. Expect results.

www.metso.com,
www.twitter.com/metsogroup

Further information, please contact:

Mikael Lilius, Chairman of the Board, Metso Corporation, tel +358 20 484 3001

Metso Corporation

Harri Nikunen

CFO

Juha Rouhiainen

VP, Investor Relations

Distribution:

NASDAQ OMX Helsinki Ltd

Media

www.metso.com

---------------------------------------

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Metso Corporation via Globenewswire

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