Magnesita Integrated Tender Offer

12. November 2018

RHI Magnesita N.V. (“RHI Magnesita” or the “Company”) is pleased to provide an update on the Integrated Tender Offer and announce the launch of the offer to minority shareholders of Magnesita Refratários S.A. (“Magnesita”).

Under the terms of the Integrated Tender Offer, RHI Magnesita is offering the option between a cash only offer or cash plus shares of RHI Magnesita.

As disclosed previously, the Company expects substantially all of Magnesita’s minority shareholders to tender their shares and opt for the cash plus shares consideration. If 100% of Magnesita’s minority shareholders tender their shares and elect for the cash plus shares consideration option, the Group will disburse approximately R$497 million (approximately €117 million at current exchange rates) and issue up to 5,000,000 additional shares.

The delisting of Magnesita’s shares, after which it will become a privately-held company, is subject to acceptance in the Integrated Tender Offer of more than two thirds of the shareholding stake which have registered to participate in Integrated Tender Offer.


Outline Timetable

November 10, 2018:                                    Integrated Tender Offer made to shareholders
December 5, 2018 (17:00 BRT):            Last day to register for cash plus shares consideration
December 7, 2018 (17:00 BRT):            Last day to register for cash only consideration
December 10, 2018 (15:00 BRT):         Auction date of the Tender Offer
December 11, 2018 (15:00 BRT):          Release of the result of the Tender Offer
By December 26, 2018:                             Cash consideration paid and RHI Magnesita’ shares delivered to shareholders



 RHI Magnesita N.V.

 Guy Marks, Head of Investor Relations
Tel +44 7741 730681


Stefan Rathausky, Head of Corporate Communications
Tel +43 50213-6059



About RHI Magnesita

RHI Magnesita is the result of the combination of RHI and Magnesita to form the global leading supplier of high-grade refractory products, systems and services which are indispensable for industrial high-temperature processes exceeding 1,200°C in a wide range of industries, including steel, cement, non-ferrous metals, and glass, among others. With a vertically integrated value chain, from raw materials to refractory products and full performance-based solutions, RHI Magnesita serves more than 10,000 customers in nearly all countries around the world.

The Company has unmatched geographic diversification with more than 14,000 employees in 35 main production sites and more than 70 sales offices. RHI Magnesita intends to use its global leadership position in terms of revenue, greater scale, complementary product portfolio and diversified geographic presence around the world to target opportunistically those countries and regions benefitting from more dynamic economic growth prospects.

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