Metso announces voluntary tender offers and intention to issue new notes

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 IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Metso Corporation (the “Offeror” or “Metso”) has today launched invitations to holders of the (i) EUR 300,000,000 4.875 per cent Notes due December 7, 2027 (of which the outstanding nominal amount is EUR 170,006,000) (the “2027 Notes”) and (ii) EUR 300,000,000 0.875 per cent Notes due May 26, 2028 (of which the outstanding nominal amount is EUR 300,000,000) (“2028 Notes” and together with the 2027 Notes, the “Notes” and each of the 2027 Notes and 2028 Notes, a “Series”), in each case issued by Metso, to tender their Notes for purchase by the Offeror for cash up to EUR 150,000,000 in aggregate nominal amount of the Notes, which may be increased or decreased by the Offeror in its sole and absolute discretion on the terms and conditions set out in the Tender Offer Memorandum dated November 10, 2026 (the “Tender Offer Memorandum”), and which shall be allocated between the Series by the Offeror in its sole and absolute discretion (each, an “Offer” and together, the “Offers”).

The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to either Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offers 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 Offers 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 prices payable by the Offeror will be determined as provided in the Tender Offer Memorandum. The purpose of the Offers, in conjunction with the proposed issuance of the New Notes is to proactively manage the Offeror’s outstanding liabilities and extend the average debt maturities of the Offeror (subject to satisfaction of the New Issue Condition). The Offers are also intended to provide liquidity to Noteholders and the opportunity to receive, at the sole and absolute discretion of the Offeror, priority in the allocation of the New Notes. The Offers commence on November 10, 2026 and close at 4:00 p.m. London time on November 17, 2026, unless extended, re-opened, withdrawn or terminated early at the sole discretion of the Offeror, as provided in the Tender Offer Memorandum.

BNP Paribas and Skandinaviska Enskilda Banken AB (publ) act as Dealer Managers for the Offers and Kroll Issuer Services Limited acts as Tender Agent. BNP Paribas, HSBC Bank Plc, OP Corporate Bank plc 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 Offers. 

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 Offers, 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 any Notes in the Offers. None of the Offeror, the Dealer Managers or the Tender Agent, nor any director, officer, employee, agent or affiliate of such person, 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 Offers, 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 Offers 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 Offers 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 Offers 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, such 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 2025 Metso had close to 18,000 employees in around 50 countries, and sales in 2025 were about EUR 5.3 billion. Metso is listed on the Nasdaq Helsinki. metso.com