SSAB and Rautaruukki to combine through SSAB making a recommended share exchange offer to Rautaruukki's shareholders

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| Source: Rautaruukki
RAUTARUUKKI CORPORATION Stock Exchange Release January 22, 2014 at 8.00am EET

This  stock exchange release may not be published or distributed, in whole or in
part,  directly  or  indirectly,  in  the  United  States of America, Australia,
Canada,  Hong Kong, Japan, New Zealand, South  Africa or any other country where
such publication or distribution would violate applicable laws or rules or would
require  additional  documents  to  be  completed  or  registered or require any
measure  to be  undertaken, in  addition to  the requirements  under Finnish and
Swedish  law. For  further information,  please see  "Important notice"  in this
stock exchange release.

The Boards of Directors of SSAB AB (publ) ("SSAB") and Rautaruukki Oyj
("Rautaruukki" or "Ruukki") today announce a plan to combine the two companies
through SSAB making a recommended public share exchange offer to Rautaruukki's
shareholders with a premium of 20% based on the last three-month volume-weighted
average share prices of both SSAB and Rautaruukki. AB Industrivärden
("Industrivärden") intends to continue to act as the lead active shareholder in
supporting the company's future development. The combined company will be a
Nordic and U.S.-based steel company with 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 (EUR 150 million).[1] 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.
The share exchange offer

  * For each Rautaruukki share, 0.4752 newly issued SSAB class A shares and
    1.2131 newly issued class B shares are being offered.[2]The total value of
    the share exchange offer amounts to SEK 10.1 billion (EUR 1.1 billion).
      * Based on the three-month volume-weighted average share prices of both
        SSAB and Rautaruukki, the share exchange offer corresponds to a premium
        of 20% for Rautaruukki shareholders.[3] Based on the closing prices of
        the Rautaruukki and SSAB shares on January 21, 2014, the share exchange
        offer corresponds to a premium of 20% for Rautaruukki shareholders.[4]
      * As  of  December  31, 2013, SSAB  had  323.9 million shares outstanding,
        consisting  of 240.8 million class A  shares (74% of outstanding shares)
        and  83.2 million class B shares (26%  of outstanding shares). In total,
        SSAB  offers 66.1 million class  A shares (28%  of total shares offered)
        and  168.6 million  class  B  shares  (72%  of  total shares offered) to
        Rautaruukki's   shareholders.   For  the  combined  company,  the  total
        outstanding  shares will  be 558.6 million,  consisting of 306.8 million
        class  A shares  (55% of  outstanding shares)  and 251.8 million class B
        shares  (45% of  outstanding shares).  Each class  A share  entitles the
        holder  to one vote and  each class B share  entitles the holder to one-
        tenth of one vote. There are no other differences between the SSAB share
        classes.
      * Pro-forma  ownership of the combined company  will be 58% of the capital
        and  75% of  the  votes  for  current  SSAB  shareholders and 42% of the
        capital  and  25% of  the  votes  for  current Rautaruukki shareholders,
        assuming full acceptance of the share exchange offer.
      * SSAB  and Rautaruukki will propose to  their respective AGM's not to pay
        dividends for the financial year 2013.
  * Industrivärden,  which holds 23.4% of the votes  and 18.2% of the capital in
    SSAB,  and Solidium Oy ("Solidium"), which  holds 39.7% of all issued shares
    in   Rautaruukki,  have  expressed  their  full  support  for  the  proposed
    combination.  Solidium has  undertaken to  accept the  share exchange offer.
    Industrivärden  intends to remain as a  long-term main owner of the combined
    company  holding 17.5% of the votes and 10.5% of the capital in the combined
    company.  Solidium will hold 10.0% of the  votes and 16.8% of the capital in
    the combined company.
  * The  proposed combination  is subject  to, inter  alia, valid tender of more
    than  90% of Rautaruukki  shares by  Rautaruukki shareholders  and clearance
    from  regulatory  authorities,  including  receipt  of  approvals  from  all
    applicable competition authorities.
  * The  proposed combination is subject to the shareholders of SSAB passing the
    resolutions  necessary to implement  the combination and  the share exchange
    offer. Industrivärden has undertaken to support such resolutions.
  * The  Board  of  Directors  of  Rautaruukki  has  decided  to  recommend  the
    shareholders  to  accept  the  share  exchange offer. The initial acceptance
    period  will commence in late  March or early April  2014 and is expected to
    close  in late April or early  May 2014. The initial acceptance period shall
    be  four weeks, subject to  any extensions of the  share exchange offer. The
    share exchange offer will be completed within 10 banking days from the offer
    becoming unconditional.


The proposed combination

  * The  proposed  combination  is  expected  to  create  substantial  value for
    shareholders  in  both  SSAB  and  Rautaruukki  stemming  from both improved
    earnings potential and realization of tangible cost synergies.
      * Annual cost synergies of up to SEK 1.4 billion (EUR 150 million) are
        expected, partly depending on the prevailing market conditions and
        matching production scenarios. Full synergy capture is expected within
        three years following the proposed combination. The full synergies post-
        tax represent approximately SEK 2 (EUR 0.2) per share in the combined
        company.[5]
      * One-off  cash costs of achieving the synergies are expected to amount to
        approximately
        SEK 350 million (EUR 40 million).
      * The  cost synergies are expected to  be realized through a more flexible
        and efficient production system, more efficient supply chain, purchasing
        optimization and streamlined administration.
      * In  addition, the combination is expected to result in decreased working
        capital requirements and avoidance of some future investments that could
        otherwise have been duplicated.
  * The  combined company  will have  a solid  balance sheet  with a preliminary
    combined  net debt of SEK 21.9 billion  (EUR 2.5 billion) and net gearing of
    59% as of September 30, 2013. The preliminary combined sales of the combined
    company in 2012 amounted to approximately SEK 63 billion (EUR 7.3 billion).
  * The  proposed combination is a natural step to strengthen competitiveness in
    the European part of the steel operations by improving the cost position and
    increasing the production flexibility in order to better adapt to changes in
    market demand.
  * The combined company will have a global position and product offering within
    high  strength steels, standard strip and  plate products as well as tubular
    products.  The combination  will enhance  the ability  to invest  in product
    development, R&D and close collaboration with customers.
  * The  combined company will have a global geographic presence and be close to
    its customers in all regions.
  * SSAB's  construction  related  operations  (Plannja)  will  be combined with
    Ruukki's  Building Products and Ruukki's Building Systems operations to form
    a  separate  construction  business  division.  This is expected to generate
    additional synergies.
  * Following  the completion of the share  exchange offer, the combined company
    will  apply for  a secondary  listing on  NASDAQ OMX  Helsinki. The combined
    company's domicile and headquarters will be in Stockholm.


Sverker Martin-Löf, Chairman of SSAB's Board of Directors, commented:

-  "In the steel  industry, a combination  of SSAB and  Rautaruukki has for long
been  considered logical and the  time is now right  to pursue this transaction.
For  SSAB, the proposed acquisition, which  is accretive to SSAB's shareholders,
creates  a much more flexible European manufacturing platform that positions the
company  to profitably meet customer demand in the long term. A prerequisite for
the  Board of Directors of  SSAB to recommend the  bid has been Industrivärden's
commitment  to remain as the lead active shareholder in supporting the company's
future development."

Kim Gran, Chairman of Rautaruukki's Board of Directors, added:

-  "The proposed  combination has  been carefully  planned and  evaluated and is
expected  to be highly  value creating for  the benefit of  shareholders of both
companies.  For us in  Rautaruukki this is  a natural strategic  step which will
improve  focus  and  productivity  and  safeguard  a  world-class  Nordic  steel
industry.  The synergy potential  both in steel  and construction is significant
and offers an excellent platform for improved operations and results."

Martin Lindqvist, President and CEO of SSAB, said:

- "The proposed combination of SSAB and Rautaruukki is based on clear industrial
logic.  The identified synergies  will significantly improve  the efficiency and
industrial  flexibility of the combined company. This combination will enable us
to do more for our customers, and internally be more flexible in adapting supply
to market demand in all periods of the steel business cycle."

Sakari Tamminen, President and CEO of Rautaruukki, commented:

-  "I  believe  that  the  combination  of  Ruukki  and  SSAB gives an excellent
opportunity  to continue the  rationalization of the  cost base of the companies
and  build  a  new  Nordic  steel  producer,  that  is able to transit the steel
business  towards  a  global  special  steel  company.  Ruukki has moved in this
direction and this transaction is a major opportunity to speed up the transition
with  synergy  benefits.  This  demands  a  successful  integration based on the
principle  of putting the best skills and people in each position. There is also
a  good synergy potential  in the construction  business which offers profitable
growth  potential on  top of  the synergy  benefits. Ruukki  people are  used to
seeing changes as opportunities."

Information   about   the   combined  company,  preliminary  combined  financial
information, the principal terms and conditions of the combination agreement and
the  share exchange offer are set out below  and in the appendices to this stock
exchange release.

Additional  information about  the proposed  combination and  the share exchange
offer  will  be  made  available  to  SSAB's shareholders in connection with the
annual  general meeting of  shareholders that will  address proposed resolutions
necessary  to implement the  combination and the  share exchange offer  and in a
share exchange offer document and prospectus to Rautaruukki's shareholders prior
to  the commencement of the share exchange  offer. The transaction is subject to
regulatory competition approval in the European Union and in a limited number of
other jurisdictions.

Press and analyst conferences

A  joint press  conference will  be held  today, January  22, 2014, at 09:00 CET
(10:00  EET), in  Stockholm with  the Chairmen  of SSAB and Rautaruukki, Sverker
Martin-Löf and Kim Gran, and Presidents and CEOs of SSAB and Rautaruukki, Martin
Lindqvist  and Sakari  Tamminen. In  addition, a  joint press conference will be
held  today January  22, 2014 at 15:00 EET  (14:00 CET),  in Helsinki,  with the
Chairmen  of SSAB and Rautaruukki  and the CEOs of  SSAB and Rautaruukki. Please
see Appendix 3 for additional details.

Rationale for the proposed combination

The  proposed combination of SSAB and Rautaruukki creates a steel company with a
cost efficient and flexible production system in the Nordic region. The combined
company  will  have  a  competitive  position  and  product offering within high
strength steels, standard strip and plate products as well as tubular products.

Both  SSAB and Rautaruukki have close  relationships with customers in their key
markets  and complement each other  geographically. The combination will release
further  resources for strengthening  R&D and maintaining  leadership in product
development.

The  global steel  industry has  over the  past few  years been characterized by
overcapacity.  Coupled with the challenging economic conditions, particularly in
Europe,  this has  resulted in  falling steel  prices and  lower, but  also more
volatile,  demand. Adding  to that  the impact  of continued  high raw materials
prices, profitability for steel companies has fallen.

The  Boards of  Directors of  both companies  strongly believe that the proposed
combination of SSAB and Rautaruukki creates the best possible conditions for the
two  companies to secure a future  with long-term profitability in their Europe-
based  operations  that  would  benefit  customers,  shareholders  and other key
stakeholders in an industry vital to both Finland and Sweden.

The combined company

Overview

The  combined company becomes one of the  leading producers on the global market
for  high strength steels, standard strip and  plate products as well as tubular
products.  The preliminary combined net sales for 2012 amounted to approximately
SEK  63 billion (EUR  7.3 billion) and  SSAB and  Rautaruukki combined will have
around  17,500 employees.  The  combined  company  will  have  steel  production
facilities in Sweden, Finland and the United States with a combined annual steel
production capacity of 8.8 million tons.

The  combined  company  will  be  led  by  the President and CEO of SSAB, Martin
Lindqvist.  The President and CEO of Rautaruukki, Sakari Tamminen, will continue
as  President  and  CEO  of  Rautaruukki  until completion of the share exchange
offer, when he will use his right to retire at the age of 60.

Strategy

The  combined company will maintain SSAB's and Rautaruukki's strategy of serving
local  and global markets with quality  steel products and value added services.
The  company will continue to develop  and accelerate new fields of applications
to  provide  productivity,  energy  efficiency  and environmental advantages for
customers  through  the  use  of  high  strength  steels. With a broadened sales
organization,  the combined company will be able to further develop its customer
collaboration abilities.

In  order to best execute on both operational and strategic matters, the plan is
to  organize the company through  a divisional model with  clear profit and loss
responsibilities. The organization will be centered around the following areas:

  * Quenched & Tempered Steels, division led from Sweden by Melker Jernberg
  * European  Flat Carbon  Steels (mainly  Strip), division  led from Finland by
    Olavi Huhtala
  * American Flat Carbon Steels (mainly Plate), division led from USA by Charles
    Schmitt
  * Nordic Steel Distribution, division led from Sweden by Mikael Nyquist
  * Construction Products & Systems, division led from Finland by Marko Somerma


Synergies

Annual  cost synergies of up to  SEK 1.4 billion (EUR 150 million) are expected.
The  cost synergies  are expected  to be  realized through  a more  flexible and
efficient   production   system,   more   efficient   supply  chain,  purchasing
optimization  and streamlined  administration. Full  synergy capture is expected
within  three  years  following  the  proposed  combination.  The realization of
synergies  should be facilitated by the geographic and cultural proximity of the
companies.

The  synergy levels will  partly depend on  the prevailing market conditions and
matching production scenarios. Out of the estimated total annual synergies, some
SEK  350 million (EUR  40 million) will  be achievable  in periods of low market
demand   through   improved  flexibility  in  adapting  production  capacity  to
prevailing steel demand, while maintaining a cost-efficient level of utilization
in the blast furnaces and mills.

In  addition  to  cost  synergies,  there  is  a  potential to avoid overlapping
investments  in the future and to reduce net working capital. One-off costs with
cash  flow impact resulting from the proposed combination are expected to amount
to  approximately SEK  350 million (EUR  40 million). The  combined company will
also benefit from a more balanced currency exposure.

The  construction  related  operations  of  SSAB  and Rautaruukki (specifically,
Plannja  and  Ruukki  Building  Products  and  Ruukki  Building Systems) will be
combined to form a separate construction business division.

Employees

At  the  end  of  September  2013, SSAB  had approximately 8,700 and Rautaruukki
approximately 8,700 employees. Parts of the synergies are expected to be derived
from  reduced headcount over time. The  estimated reduction in headcount, mainly
in  Sweden and  in Finland,  is approximately  5% of the  total headcount in the
combined  company. This  is estimated  to be  realized over  a three-year period
following  the completion of the combination.  SSAB and Rautaruukki will inform,
consult and negotiate with relevant employee organizations regarding the social,
economic  and legal consequences of the  proposed combination in accordance with
the applicable legal requirements.

Corporate governance and ownership structure

Assuming   full   acceptance   of  the  share  exchange  offer,  SSAB's  current
shareholders will hold 58% of the capital and 75% of the votes and Rautaruukki's
current  shareholders will hold 42% of  the capital and 25% of  the votes in the
combined company.

The  Chairman of  SSAB, Sverker  Martin-Löf, will  be Chairman  of the  Board of
Directors  of the combined  company. Following completion  of the share exchange
offer,  the combined company's  nomination committee will  continue to strive to
nominate  the most competent Board of  Directors, also taking into consideration
the  new ownership  structure of  the combination.  The two largest shareholders
subject  to completion of the share exchange offer, Industrivärden and Solidium,
have  expressed  their  respective  intention  to  support  each other in SSAB's
nomination  committee,  based  on  the  understanding  that Industrivärden shall
nominate  the Chairman of the Board and two additional members of the Board, and
that  Solidium  shall  nominate  two  members  of  the Board to be elected at an
Extraordinary General Meeting of the shareholders of SSAB, to be held as soon as
reasonably practicable following the completion of the share exchange offer. The
above  expressed intention  by Industrivärden  and Solidium  respectively, shall
remain  until the earlier of (i) 24 months  having passed from the completion of
the  share  exchange  offer  and  (ii)  the  number  of  votes held by the other
shareholder having fallen below 10% of all votes in SSAB.

The  Board  of  Directors  of  SSAB  has  undertaken  to, as soon as practicable
following  the completion of the share exchange offer, call for an Extraordinary
General  Meeting of SSAB to elect new members  to the Board of Directors of SSAB
proposed by its nomination committee.

The  combined company will  have a primary  listing on NASDAQ  OMX Stockholm and
will,  at or following the  completion of the share  exchange offer, apply for a
secondary  listing on NASDAQ OMX Helsinki. The combined company will continue to
be  domiciled and headquartered  in Stockholm. The  combined company will follow
those  rules and  regulations for  corporate governance  being applicable  for a
company  having a listing on NASDAQ OMX  Stockholm and secondarily on NASDAQ OMX
Helsinki.

Preliminary combined financial information

Basis for preparation

The  unaudited financial  information presented  herein is  based on  SSAB's and
Rautaruukki's  audited  financial  statements  for  the  full  year 2012 and the
unaudited  financial reports for the  period January-September, 2013, which have
been prepared in accordance with IFRS.

The  combined  financial  information  is  for  illustrative  purposes only. The
combined  financial information  gives an  indication of  the combined company's
sales  and earnings assuming the activities were included in the same group from
the beginning of each period.

The  combined financial  information is  based on  a hypothetical  situation and
should  not  be  viewed  as  pro  forma  financial information as purchase price
allocation,  differences in accounting principles and transaction costs have not
been   taken   into  account.  The  difference  between  transaction  value  and
Rautaruukki's  book  equity  has  been  allocated  to fixed assets. The expected
synergies  have not  been included.  The combined  financial information has not
been audited or otherwise reviewed by SSAB's or Rautaruukki's auditors.

The  transaction value has  been calculated based  on the closing  prices of the
SSAB  class A and class  B shares as of  January 21, 2014, SEK 48.47 and 40.80,
respectively   and  a  SEK/EUR  exchange  rate  of  8.807. Rautaruukki's  income
statement has been converted to SEK using the average SEK/EUR exchange ratio for
2012 (8.704)  and Q1-Q3, 2013 (8.583), respectively. Rautaruukki's balance sheet
information  has been converted to  SEK based on the  SEK/EUR exchange ratio per
September 30, 2013 (8.658).

For  the purposes  of financial  reporting, the  actual combination  of SSAB and
Rautaruukki  will, however, be calculated based on the transaction value and the
fair  values of Rautaruukki's identifiable assets and liabilities at the date of
exchange  of control. Balance  sheet items could  therefore differ significantly
from  the combined financial information presented herein and, as a result, have
a  significant impact  on other  items included  in the  income statement of the
combined company.



Combined income statement and cash flow information and key figures[6]
                   Full year 2012 (SEK million)    Jan-Sep, 2013 (SEK million)
                  ------------------------------- -----------------------------
                       Combined   SSAB    Rauta-      Combined   SSAB    Rauta-
                        company           ruukki       company           ruukki
                  ------------------------------- -----------------------------
 Sales                   63,259 38,923    24,336        41,680 26,102    15,578



 Gross profit             4,014  2,794     1,219         2,802  1,252     1,550

 Gross margin              6.3%   7.2%      5.0%          6.7%   4.8%     10.0%



 EBITDA                   2,968  2,491       477         2,157  1,049     1,108

 EBITDA margin             4.7%   6.4%      2.0%          5.2%   4.0%      7.1%



 EBIT                      -977    -96      -881          -595   -849       254

 EBIT margin              -1.5%  -0.2%     -3.6%         -1.4%  -3.3%      1.6%



 Net profit              -1,008     15    -1,023          -832   -801       -31

 Earnings per             -1.80   0.05     -7.36         -1.49  -2.47     -0.22
 share (SEK)



 Operating cash           6,424  4,929     1,494         2,280  1,381       898
 flow

 Capital
 expenditure             -2,289 -1,431      -859        -1,097   -518      -579
 payments



 Steel shipments
 (thousand                5,993  4,184     1,809         4,603  3,255     1,348
 tonnes)

Combined balance sheet information and credit metrics[7]
                                  30 September 2013 (SEK million)
                               -------------------------------------
                                 Combined company   SSAB Rautaruukki
                                ------------------------------------




 Total fixed assets                        52,451 39,379      11,859



 Current assets excl. cash                 22,851 14,898       7,952

 Cash and cash equivalents                  2,458  2,193         265
------------------------------  ------------------------------------
 Total current assets                      25,308 17,091       8,217


------------------------------  ------------------------------------
 Total assets                              77,759 56,470      20,076
------------------------------  ------------------------------------


 Total equity                              37,389 27,284       8,892



 Total long-term liabilities               26,877 21,663       5,213



 Total short-term liabilities              13,494  7,523       5,971


------------------------------  ------------------------------------
 Total equity and liabilities              77,759 56,470      20,076
------------------------------  ------------------------------------


 Net debt                                  21,904 14,968       6,565

 Net debt/equity ratio                        59%    55%         74%
------------------------------  ------------------------------------


The combination in brief

The share exchange offer

Pursuant to the terms and conditions of the combination agreement, SSAB makes an
offer to Rautaruukki's shareholders to exchange each Rautaruukki share for newly
issued SSAB shares in accordance with the following terms:

  * For  each Rautaruukki  share, 0.4752 newly  issued SSAB  class A  shares and
    1.2131 newly issued class B shares are offered. The total value of the share
    exchange offer amounts to SEK 10.1 billion (EUR 1.1 billion), which has been
    set  to achieve a fair  split of synergy values  between the two shareholder
    groups and a fair premium for Rautaruukki's shareholders. No commission will
    be charged.
  * Fractional  entitlements to new  SSAB shares will  be aggregated and sold in
    the market and the proceeds, after deducting the direct sales costs, will be
    distributed pro rata to Rautaruukki shareholders being entitled thereto.
  * The  newly issued SSAB shares  will also be registered  in the Finnish book-
    entry  system maintained by  Euroclear Finland. The  measures to be taken by
    holders of such shares in order to exercise voting rights and to be entitled
    to  dividends, as  well as  other information  being relevant to the holders
    thereof,  will  be  set  out  in  the  share  exchange  offer  document  and
    prospectus.
  * Shares  in  SSAB  issued  as  consideration  under  the share exchange offer
    entitle  to dividend for the first time on the first record day for dividend
    occurring  after the day when the new  shares were entered into SSAB's share
    register.  Such shares entitle  the holders to  all shareholder rights as of
    registration.


Conditions for completion of the share exchange offer

The  completion of  the share  exchange offer  shall be  subject to, inter alia,
valid  tender of more than 90% of Rautaruukki shares by Rautaruukki shareholders
and  clearance from regulatory authorities,  including receipt of approvals from
all applicable competition authorities, as set out in the combination agreement.

The  share exchange  offer and,  consequently, the  proposed combination will be
effected  in  accordance  with  the  terms  and  conditions  of  the combination
agreement.  A summary of  the principal terms  and conditions of the combination
agreement is provided in Appendix 2.

The detailed terms and conditions of the share exchange offer and information on
how  to accept the share  exchange offer will be  included in the share exchange
offer  document and prospectus expected to be published by SSAB in late March or
early April 2014.

SSAB  has undertaken to follow the recommendation regarding the procedures to be
complied  with in takeover  bids (Helsinki Takeover  Code) issued by the Finnish
Securities  Market Association as  referred to in  the Finnish Securities Market
Act.

As of December 31, 2013 SSAB had 323.9 million shares outstanding, consisting of
240.8 million  class A shares (74% of outstanding shares) and 83.2 million class
B  shares  (26%  of  outstanding  shares).  Rautaruukki has 138.9 million shares
outstanding  (excluding treasury shares). Assuming  full acceptance of the share
exchange  offer, SSAB  issues 66.1 million  class A  shares (28% of total shares
offered)  and  168.6 million  class  B  shares  (72% of total shares offered) to
Rautaruukki's  shareholders.  For  the  combined  company, the total outstanding
shares will be 558.6 million, consisting of 306.8 million class A shares (55% of
outstanding  shares)  and  251.8 million  class  B  shares  (45%  of outstanding
shares).  Each class A  share entitles the  holder to one  vote and each class B
share  entitles  the  holder  to  one-tenth  of  one  vote.  There  are no other
differences  between the SSAB share classes. The mix of class A shares and class
B  shares offered results in Solidium having  10.0% of the votes in the combined
company. SSAB does not currently own any shares in Rautaruukki.

Financing

The  financing for the combined company has been secured through term sheets and
commitment letters from a few of SSAB's key relationship banks.

Preliminary timetable

The  annual general  meeting ("AGM")  of SSAB  is expected  to be  held on April
9, 2014 and  the AGM documentation  will be published  no later than three weeks
prior to that date. The combined offer document in respect of the share exchange
offer  and prospectus for  the newly issued  shares of SSAB  will be prepared as
promptly  as  reasonably  practicable  and  is  intended to be made available to
Rautaruukki  shareholders  in  late  March  or  early April 2014. The acceptance
period  will commence shortly thereafter and is  expected to close in late April
or  early May  2014. SSAB reserves  the right  to extend  the acceptance period.
Settlement   is   expected  to  begin,  if  the  share  exchange  offer  becomes
unconditional, in late April or early May 2014, subject to any extensions of the
share exchange offer.

The  proposed combination and the share exchange offer are subject to regulatory
competition  approval in the  European Union, and  in a limited  number of other
jurisdictions  and  the  preliminary  timetable  is  therefore dependent on this
process.

Rautaruukki recommendations and shareholder support

The  Board of Directors of Rautaruukki considers the terms of the share exchange
offer  to  be  fair  from  a  financial  point  of  view  to the shareholders of
Rautaruukki  and considers the proposed combination  to be in the best interests
of Rautaruukki's shareholders. The Board of Directors of Rautaruukki unanimously
recommends  Rautaruukki  shareholders  to  accept  the share exchange offer. The
Board  of  Directors  of  Rautaruukki  has  received a fairness opinion from its
financial  advisor UBS Limited. The Board of Directors of Rautaruukki will issue
its  complete  statement  on  the  share  exchange  offer in accordance with the
Finnish  Securities Market  Act prior  to the  publication of the share exchange
offer document and prospectus.

Solidium,  which holds 39.7% of  all issued shares  in Rautaruukki has expressed
its  full support  for the  combination and  has undertaken  to accept the share
exchange  offer,  which  undertaking  will  terminate  in  certain circumstances
related to the provisions of the combination agreement.

Rautaruukki shareholders Ilmarinen Mutual Pension Insurance Company, holding
2.99% of the shares in Rautaruukki, and Varma Mutual Pension Insurance Company,
holding 2.51% of the shares in Rautaruukki, have expressed their preliminary
support for the combination.[8]
SSAB shareholders' meeting

The  proposed combination  is subject  to the  shareholders of  SSAB passing the
resolutions necessary to implement the combination and the share exchange offer.

SSAB's  largest  shareholder,  Industrivärden,  holding  23.4% of  the votes and
18.2% of the capital in SSAB, has announced its full support for the combination
and  has undertaken to vote for the  necessary corporate resolutions in SSAB and
not  to sell  its shares  prior to  the completion  of the proposed combination,
which  undertaking  will  terminate  in  certain  circumstances  related  to the
provisions  of the combination agreement. Industrivärden  intends to remain as a
long-term main owner of the combined company.

Advisors

SSAB  is being advised by Handelsbanken  Capital Markets and Access Partners, as
financial  advisors, and Mannheimer Swartling Advokatbyrå,  White & Case LLP and
Morrison  & Foerster LLP as legal advisors.  Rautaruukki is being advised by UBS
Limited as lead financial advisor, Roschier, Attorneys Ltd. as legal advisor and
Nordea Markets as financial advisor.

This  information  is  published  by  SSAB  pursuant  to the requirements of the
Finnish  Securities Market Act and the  Swedish Securities Market Act. Submitted
for publication at 07.00 CET, January 22, 2014.



 Stockholm, January 22, 2014 Helsinki, January 22, 2014

       SSAB AB (publ)             Rautaruukki Oyj








Important notice

This  release may not be released or otherwise distributed, in whole or in part,
in  or into the United  States of America, Australia,  Canada, Hong Kong, Japan,
New  Zealand,  South  Africa  or  any  other  jurisdiction  where  prohibited by
applicable laws or rules. This release is not a share exchange offer document or
a  prospectus and as such  does not constitute an  offer or invitation to make a
sales offer. Investors shall accept the share exchange offer for the shares only
on  the basis of the information provided in a share exchange offer document and
prospectus  in respect  of the  share exchange  offer. Offers  will not  be made
directly   or   indirectly   in  any  jurisdiction  where  either  an  offer  or
participation  therein is  prohibited by  applicable law  or where  any exchange
offer  document or registration or other requirements would apply in addition to
those undertaken in Finland and Sweden.

The  share  exchange  offer  document  and  prospectus  in  respect of the share
exchange  offer as  well as  related acceptance  forms will  not and  may not be
distributed,  forwarded or transmitted  into, in or  from any jurisdiction where
prohibited  by applicable  law. In  particular, the  share exchange offer is not
being  made, directly or  indirectly, in or  into, Australia, Canada, Hong Kong,
Japan,  New Zealand, South Africa or,  subject to certain exceptions, the United
States  of  America.  The  share  exchange  offer cannot be accepted from within
Australia,  Canada, Hong Kong,  Japan, New Zealand,  South Africa or, subject to
certain exceptions, the United States of America.

The  SSAB  shares  have  not  been  and  will  not  be registered under the U.S.
Securities  Act of 1933, as amended (the "Securities  Act"), or under any of the
relevant securities laws of any state or other jurisdiction of the United States
of  America. The SSAB  shares may not  be offered or  sold in the United States,
except  pursuant to an exemption from the Securities Act or in a transaction not
subject to the registration requirements of the Securities Act.

It  should  be  noted  that  certain  statements herein which are not historical
facts,  including, without limitation, those  regarding expectations for general
economic  development and  the market  situation, expectations  for the combined
company's  development and profitability and the realization of synergy benefits
and cost savings, and statements preceded by "expects", "estimates", "forecasts"
or  similar expressions,  are forward-looking  statements. These  statements are
based  on current decisions and plans  and currently known factors. They involve
risks  and uncertainties which may cause the actual results to materially differ
from  the  results  currently  expected  for  the combined company. Such factors
include,  but  are  not  limited  to,  general  economic  conditions,  including
fluctuations in exchange rates and interest levels which influence the operating
environment  and profitability of  customers and thereby  the orders received by
the  combined company and their margin;  the competitive situation; the combined
company's  own  operating  conditions,  such  as  the  success of production and
product  development and their  continuous development and  improvement; and the
success of future acquisitions.



Appendix 1: Information on SSAB and Rautaruukki in brief

Brief information on SSAB

SSAB  is one of the leading steel producers in Northern Europe and North America
and  one of the leading producers of  high strength steels globally. The company
has  a 6 million ton capacity for crude  steel with production of both strip and
plate  high strength steels and standards  steels. SSAB has production plants in
Sweden  and in the United  States. There is also  capacity to process and finish
various  steel products in  China. In Sweden,  the steel production is performed
with  blast furnace based processes. In  the United States, production is scrap-
based  in electric arc furnaces. SSAB employs approximately 8,700 persons in 45
countries. In 2012, SSAB's sales amounted to approximately SEK 38.9 billion (EUR
4.5 billion).

High  strength steels made  by SSAB are  sold all over  the world. High strength
steels  contribute to lighter weight of the  end product, as compared to the use
of  standard steel. High strength steels also increase strength and longevity of
end-use  applications.  SSAB  markets  its  steel  products under the trademarks
Domex, Docol, Prelaq, Hardox, Weldox, Armox, and Toolox.

SSAB steel related activities are divided among three geographic business areas:

      * SSAB EMEA - Europe, Middle East, and Africa
      * SSAB Americas - North America and Latin America
      * SSAB APAC - Asia and Oceania


The steel distributor Tibnor and the sheet metal manufacturer Plannja are wholly
owned  subsidiaries of SSAB.  SSAB's shares are  listed on NASDAQ OMX Stockholm.
For more information about SSAB, please refer to www.ssab.com.

Brief information on Rautaruukki

Rautaruukki  specializes in  steel and  steel construction. Rautaruukki provides
customers  with energy-efficient steel solutions  for better living, working and
moving.   Rautaruukki   has   approximately  8,700 employees  and  an  extensive
distribution and dealer network across some 30 countries in the Nordics, Europe,
Russia   and  emerging  markets,  including  India,  China  and  South  America.
Rautaruukki  has a steel production plant with an annual capacity of 2.8 million
tons  located in  Raahe, Finland  and a  steel processing  and coating  plant in
Hämeenlinna,  Finland. Construction business has  steel structure plants as well
as panel and roofing processing units in e.g. Finland, Russia, Lithuania, Poland
and Romania. Rautaruukki's net sales in 2012 totalled EUR 2.8 billion (SEK 24.3
billion).

Rautaruukki's vision is to be an innovative and acknowledged provider of energy-
efficient steel solutions to build a better living environment together with its
customers. Rautaruukki's activities are divided into three business areas:

Ruukki  Metals, which provides special  steel products, including high strength,
wear-resistant,  special  coated  and  tubular  products  for  demanding energy-
efficient  applications with known product brands  Raex, Laser, Optim, Ramor and
Litec.  Steel service centres supply  steel products and related prefabrication,
logistics  and storage  services. Rautaruukki  Metals business  area employees a
total of around 5,200 people.

Ruukki  Building  Products,  which  provides  energy-  and life-cycle -efficient
building  components  such  as  Ruukki  energy  and  life  panels for functional
envelopes   to  commercial,  industrial  and  logistics  buildings  as  well  as
foundation  components  for  infrastructure  constructions.  Residential roofing
business  provides steel roofing  products and services  for private households.
There are some 1,200 employees in Rautaruukki Building Products.

Ruukki  Building Systems, which  provides steel structures  including design and
installation  and solutions  for commercial,  office and industrial construction
projects  especially in the  Nordic countries and  in Russia. This business area
has some 2,000 employees.

Fortaco,   a  system  component  manufacturer  for  the  mechanical  engineering
industry, is partly owned by Rautaruukki.

Rautaruukki's  shares are  listed on  NASDAQ OMX  Helsinki. For more information
about Rautaruukki, please refer to www.ruukki.com.

Appendix 2: Summary of combination agreement

The combination agreement entered into by and between SSAB and Rautaruukki prior
to  the publication of  the share exchange  offer, sets out  the principal terms
under  which  SSAB  will  make  a  share  exchange  offer to the shareholders of
Rautaruukki.

Under   the  combination  agreement,  the  Board  of  Directors  of  Rautaruukki
undertakes  to issue a formal recommendation  to the shareholders of Rautaruukki
to  accept the share exchange  offer. The Board of  Directors of Rautaruukki may
nevertheless decide not to issue, modify, cancel or change its recommendation in
certain circumstances in order to comply with its fiduciary duties, including in
case  of (i)  a competing,  more favourable  offer being  published, or (ii) the
share exchange offer no longer being in the best interest of the shareholders of
Rautaruukki,  inter  alia,  due  to  materially  changed  circumstances. SSAB is
entitled  to withdraw  the share  exchange offer  if the  Board of  Directors of
Rautaruukki decides not to issue, modify, cancel or change its recommendation.

Each  of  Rautaruukki  and  SSAB  has  undertaken  not  to  initiate, solicit or
encourage  any competing  offers or  proposals for  offers or other transactions
competing  with  the  share  exchange  offer,  nor  to facilitate or promote the
progress  of such proposals. Rautaruukki  has also agreed to  inform SSAB of any
competing  proposals and to  provide SSAB with  an opportunity to negotiate with
the  Board of  Directors of  Rautaruukki in  matters arising from such competing
proposals.

The  combination agreement  also contains  certain customary representations and
warranties  and undertakings by each of SSAB and Rautaruukki, such as each party
conducting  its  businesses  in  the  ordinary  course  of  business  before the
completion of the share exchange offer, and cooperation by the parties in making
necessary  regulatory  filings.  SSAB  has  also,  upon  completion of the share
exchange offer, undertaken to use its reasonable best efforts to comply with and
implement  a governance plan and an  industrial plan attached to the combination
agreement.

The  completion of the share  exchange offer shall be  subject to the fulfilment
or,  to the extent permitted by applicable  laws and regulations, waiver by SSAB
of  the following  conditions on  the date  of SSAB's  announcement of the final
result  of the share exchange offer in accordance with Chapter 11, Section 18 of
the Finnish Securities Market Act:

  * the valid tender of Rautaruukki shares representing, together with any other
    Rautaruukki  shares otherwise held by SSAB  prior to the result announcement
    date,  more than ninety  percent (90%) of  the issued and outstanding shares
    and  voting rights of Rautaruukki calculated in accordance with Chapter 18,
    Section 1 of the Finnish Companies Act governing the right and obligation to
    commence compulsory redemption proceedings;
  * the  receipt of  all necessary  regulatory approvals,  permits and consents,
    including without limitation competition clearances, and that any conditions
    set  in such permits, consents or clearances, including, but not limited to,
    any  requirements for the disposal  of any assets of  SSAB or Rautaruukki or
    any  reorganization of the  business of SSAB  or Rautaruukki, are reasonably
    acceptable  to SSAB in that they do  not result in a material adverse change
    in the combined group;
  * no  legislation  or  other  regulation  having  been issued or decision by a
    competent  court or  regulatory authority,  including the  Finnish Financial
    Supervisory  Authority  and  the  Swedish  Financial  Supervisory Authority,
    having  been given that would wholly or partly prevent the completion of the
    share  exchange offer or result in a material adverse change in the combined
    group;
  * no  information made  public by  Rautaruukki or  disclosed by Rautaruukki to
    SSAB being materially inaccurate, incomplete, or misleading, and Rautaruukki
    not  having failed to make public any information that should have been made
    public  by  it  under  applicable  laws  and regulations, provided that such
    disclosure or failure to disclose information constitutes a material adverse
    change in Rautaruukki and its subsidiaries, taken as a whole;
  * no  fact or circumstance  having arisen after  the announcement of the share
    exchange  offer that  constitutes a  material adverse  change in  respect of
    Rautaruukki and its subsidiaries, taken as a whole;
  * the  Board of Directors of Rautaruukki  having issued its recommendation and
    the  recommendation remaining in  full force and  effect and not having been
    modified, cancelled or changed;
  * the  combination agreement not having been  terminated and remaining in full
    force and effect;
  * the  undertaking by Solidium to accept the share exchange offer remaining in
    full force and effect in accordance with its terms; and
  * the  general meeting  of shareholders  of SSAB  having passed  all necessary
    resolutions  for the  completion of  the combination  and the share exchange
    offer.
SSAB  shall only invoke any  of the closing conditions  so as to cause the share
exchange offer not to proceed, to lapse or to be withdrawn if the circumstances,
which  give rise  to the  right to  invoke the  relevant closing condition, have
material  importance (in  Finnish, olennainen  merkitys) to  SSAB in view of the
share  exchange offer, as referred to  in the Regulations and Guidelines 9/2013
(Julkinen  ostotarjous ja  tarjousvelvollisuus) issued  by the Finnish Financial
Supervisory Authority and in the Helsinki Takeover Code.

Subject  to  SSAB  acquiring  more  than  ninety  per  cent  of  the  issued and
outstanding  shares and  voting rights  of Rautaruukki,  SSAB has  undertaken to
commence   compulsory   redemption   proceedings  of  the  remaining  shares  of
Rautaruukki  and to cause the Rautaruukki shares  to be delisted from NASDAQ OMX
Helsinki.

Upon completion of the share exchange offer, SSAB shall cause the shares of SSAB
to  be secondarily listed  on NASDAQ OMX  Helsinki and the  SSAB shares given as
consideration  in the share exchange offer to  be listed on NASDAQ OMX Stockholm
and secondarily listed on NASDAQ OMX Helsinki.

Rautaruukki shares held by Rautaruukki in treasury, currently amounting to
1,396,152 shares, are excluded from the share exchange offer.[9]
Each  of SSAB and Rautaruukki may terminate the combination agreement in case of
a  material breach by the other party  of any of the warranties, undertakings or
covenants  under the agreement, or in case the share exchange offer has not been
completed  by October 1, 2014, which  may be extended  by either party  by up to
three  months.  In  addition,  each  of  SSAB  and Rautaruukki may terminate the
agreement,  inter alia, where information made public, or disclosed by one party
to  the other, is  materially inaccurate, incomplete,  or misleading, or where a
material  adverse  change  has  occurred  after  the  announcement  of the share
exchange offer.

In  case  of  any  termination  or  expiration  of  the combination agreement in
accordance with its terms and conditions, SSAB is entitled to withdraw the share
exchange   offer.  If  the  agreement  is  terminated  by  either  of  SSAB  and
Rautaruukki,  the other party  may be entitled  to compensation of out-of-pocket
costs  incurred in  connection with  the preparation  of the combination between
Rautaruukki  and SSAB covering the period of  twelve months prior to the date of
the combination agreement, provided that

  i. in  the case of Rautaruukki, the share  exchange offer is withdrawn by SSAB
     pursuant to the combination agreement having been terminated by Rautaruukki
     due  to the fact  that the regulatory  approvals have not  been obtained by
     October  1, 2014, which  may  be  extended  by  either party by up to three
     months, and
 ii. in  the case of SSAB, the combination agreement has been terminated by SSAB
     because (i) the Board of Directors of Rautaruukki has decided not to issue,
     or  has modified, cancelled or changed, its recommendation as a result of a
     competing  offer or a serious competing proposal, or (ii) a competing offer
     has been completed.


Appendix 3: Press and analyst conferences and contact persons

+------------------------------------------------------------------------------+
|                                                                              |
|A  joint press conference  will be held  today, January 22, 2014, at 09:00 CET|
|(10:00  EET), in World  Trade Center (WTC)  Stockholm, Kungsbron 1, conference|
|room  Manhattan with the Chairmen of  SSAB and Rautaruukki, Sverker Martin-Löf|
|and  Kim  Gran,  and  Presidents  and  CEOs  of  SSAB  and Rautaruukki, Martin|
|Lindqvist and Sakari Tamminen.                                                |
|                                                                              |
|The press conference will also be broadcast live via the Internet at:         |
|http://storm.zoomvisionmamato.com/player/ssab/objects/01c576b2/               |
|                                                                              |
|It is also possible to participate and ask questions by telephone:            |
|                                                                              |
|Sweden: +46 850 55 64 74                                                      |
|                                                                              |
|Finland: +358 98 17 10 460                                                    |
|                                                                              |
|UK: +44 203 364 53 74                                                         |
|                                                                              |
|USA: +1 855 753 22 30                                                         |
|                                                                              |
|A  presentation will be made available  on SSAB's and Ruukki's websites before|
|the press conference starts.                                                  |
|                                                                              |
|In  addition,  a  joint  press  conference  will  be held later today, January|
|22, 2014, at  15:00 EET (14:00 CET), in Helsinki,  at hotel Kämp, Mirror room,|
|2(nd) floor,  address Kluuvikatu 2, with the  Chairmen of SSAB and Rautaruukki|
|and the Presidents and CEOs of SSAB and Rautaruukki.                          |
|                                                                              |
|For further information please contact:                                       |
|                                                                              |
|SSAB                                                                          |
|                                                                              |
|Andreas Koch                                                                  |
|Director, Investor Relations                                                  |
|+ 46 70 509 77 61                                                             |
|andreas.koch@ssab.com                                                         |
|                                                                              |
|Marie Elfstrand                                                               |
|Director, External Communications                                             |
|+46 70 279 71 84                                                              |
|marie.elfstrand@ssab.com                                                      |
|                                                                              |
|Maria Långberg                                                                |
|EVP & Head of Group Communications                                            |
|+46 8 454 5727                                                                |
|maria.langberg@ssab.com                                                       |
|                                                                              |
|                                                                              |
|Rautaruukki                                                                   |
|                                                                              |
|Taina Kyllönen                                                                |
|SVP Marketing and Communications                                              |
|+358 20 592 9040                                                              |
|taina.kyllonen@ruukki.com                                                     |
|                                                                              |
|Atte Kaksonen                                                                 |
|Director, Corporate Communications                                            |
|+358 20 593 8596                                                              |
|atte.kaksonen@ruukki.com                                                      |
+------------------------------------------------------------------------------+

[1] Unless otherwise stated, values in SEK have in this stock exchange release
been converted to EUR at a SEK/EUR exchange ratio of 8.807.
[2] No commission will be charged. Fractional entitlements to new SSAB shares
will be aggregated and sold on the market and the net proceeds distributed pro
rata to Rautaruukki shareholders entitled thereto.
[3] Based on the volume-weighted average share prices of the Rautaruukki share
on NASDAQ OMX Helsinki (EUR 6.60) and the SSAB A and SSAB B shares on NASDAQ OMX
Stockholm (SEK 46.7/EUR 5.27 and SEK 39.5/EUR 4.45 respectively) during the last
three months up to and including January 21, 2014.
[4] Based on the closing prices on January 21, 2014 of the Rautaruukki share on
NASDAQ OMX Helsinki (EUR 6.89) and the SSAB A and SSAB B shares on NASDAQ OMX
Stockholm (SEK 48.47 and 40.80 respectively) and a SEK/EUR exchange rate of
8.807.
[5] Post tax synergies per share calculated using a tax rate of 22%.
[6] Rautaruukki steel shipments include only external steel volumes.
[7] Net debt for SSAB and Rautaruukki is defined as in their respective
financial reports for the period January-September 2013. The combined company's
net debt is a combination of the figures added with Rautaruukki's net pension
obligations of SEK 370 million (EUR 43 million) as of December 31, 2012.
[8] Varma Mutual Pension Insurance Company's shareholding figure is from
December 31, 2013.
[9] 106,000 of Rautaruukki's treasury shares may be issued as part of
Rautaruukki's incentive program.


For further information, please contact:
Kim Gran, Chairman of the Board, tel. +358 10 401 7336
Sakari Tamminen, President & CEO, tel. +358 20 592 9075

Rautaruukki Corporation

Taina Kyllönen
SVP, Marketing and Communications

DISTRIBUTION:
NASDAQ OMX Helsinki
Main media
www.ruukki.com

Ruukki specialises in steel and steel construction. We provide customers with
energy-efficient steel solutions for better living, working and moving. We have
around 9,000 employees and an extensive distribution and dealer network across
some 30 countries including the Nordic countries, Russia and elsewhere in Europe
and the emerging markets, such as India, China and South America. Net sales in
2012 totalled €2.8 billion. The company's share is quoted on NASDAQ OMX Helsinki
(Rautaruukki Oyj: RTRKS). www.ruukki.com


[HUG#1756240]