* Weir proposes 60-40 split in new company - source
* Top Metso shareholder, state fund Solidium, spurns deal
* Metso shares still up 19 percent in afternoon trading
* Deal would help Weir expand into crushing
(Adds Finnish state holdings view, detail on strategy)
By Jussi Rosendahl and Sophie Sassard
HELSINKI/LONDON, April 1 British engineering
company Weir Group has approached Finnish rival Metso
over a possible $5 billion combination that would
expand its mining business, but Finland's state investment fund
said it opposed a takeover.
Weir has proposed an all-share deal in which Metso
shareholders would receive 40 percent of the new company and is
offering a 5-10 percent premium over Metso's recent share price,
a source familiar with the matter told Reuters.
The source said the approach was structured as a merger in
which Weir shareholders would end up with most of the combined
entity but the new company's board would be staffed with both
Metso and Weir executives.
The result would be a "stronger Finnish company" and "the
proposed structure through an all-share merger will allow
existing shareholders to benefit from the huge synergies," the
But the head of state investment fund Solidium,
which owns 11 percent of Metso, rejected a takeover of Metso,
saying it had a bright future as an independent company.
"I don't think this is the right time to sell Metso to Weir
Group, or to sell it to anyone," said Solidium managing director
Metso shares were up 19 percent at 28.18 euros by 1548 GMT,
suggesting investors still believed some kind of deal was
possible. Weir was down 1.3 percent.
One hedge fund investor who closely follows Finnish deals
said such a public rebuttal by the state fund appeared to have
stopped any deal in its tracks.
A London-based Finnish analyst agreed, saying: "I think it's
quite a strong comment and I'm surprised the market hasn't
reacted to it".
"What the market maybe misses a little bit is that Metso is
the backbone of Finnish industries. It has a pretty important
supply chain and there is in the investor base a lot of retail
investors," the analyst added.
EXPANSION IN SERVICES
A deal would help Glasgow, Scotland-based Weir expand
further into the crushing segment of the mining equipment
industry, where Metso is a market leader.
Like Weir, Metso has a growing focus on services, which have
become increasingly important after mining companies cut back on
new projects and stopped buying new equipment to reduce costs.
Weir said it had made an "indicative all-share merger
proposal" to Metso's board after the Times newspaper reported
that Weir was interested in a deal. Metso said no talks had yet
taken place and it was considering the proposal.
A tie-up could be worth as much as 3.9 billion euros ($5.4
billion) based on Metso's closing share price on Monday and a 10
percent bid premium.
Metso spun off its paper machine business Valmet
at the start of the year, basically halving the size of the
company and making it a more attractive acquisition target,
Weir's approach helped to pull up other companies in the
sector, with Danish engineer FLSmidth up 5.6 percent on
hopes of further industry consolidation.
The Finnish state's Metso holding dates back to 1946, when
state-owned metal workshops were merged as Valmet Oy. Following
several mergers and acquisitions, these became Metso in 1999.
Finland's government had recently said it could sell stakes
in some companies before 2015 to boost its budget by 1.9 billion
euros. The state holds stakes in 15 of Helsinki's listed firms
and controls 44 others.
Weir Group has seen profits triple since 2009 as the firm
expanded into the U.S. and capitalised on the growth of shale
oil and gas. The company now supplies around 40 percent of the
pressure pumps used in the U.S. shale oil and gas sector.
But historically Weir's focus has been on the mining sector,
which still accounts for over half of its revenue, and analysts
said a move for Metso could mark a strategic turn back to its
"From a strategic sense it looks reasonably sensible. The
core business has always been on the minerals side," a London
Weir has frequently been the subject of takeover speculation
itself, and one banking source familiar with the situation said
the move was partly designed to shrug off would-be buyers. "It's
clearly aimed at ensuring their independence and it would be a
good move for them," the source said.
Juha Kinnunen of Inderes Equity Research noted that buying
Metso would be a big step for Weir, which has a market value of
5.4 billion pounds ($9.0 billion), compared with Metso's 3.6
"The two could have quite good synergies. They could expand
their offering to the same customers."
Weir Group hired Bank of America Merrill Lynch and
UBS to advise it on the potential deal, while Metso
was working with Morgan Stanley, said a source who asked
not to be named because the talks are private.
Metso's biggest shareholder is Swedish activist fund Cevian
Capital, whose co-founder Christer Gardell sits on Metso's
board. Gardell was among the first investors to promote this
year's split-up of Metso as early as 2005.
($1 = 0.5998 British Pounds)
($1 = 0.7256 euros)
(Additional reporting by Anjuli Davies; writing by Stephen
Eisenhammer in London; editing by Tom Pfeiffer)