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Determining the acquisition cost of Metso Outotec and Neles shares in Finnish income taxation

2020 09 03 100407

The completion of Metso Corporation’s partial demerger was registered on June 30, 2020. In the partial demerger, Metso’s Minerals business was transferred to Outotec Oyj and Outotec Oyj’s name was changed to Metso Outotec Corporation. At the same time, Metso Corporation’s name was changed to Neles Corporation.

As a demerger consideration, Metso Corporation’s shareholders received 4.3 new shares issued by Outotec Oyj for each Metso Corporation’s share owned by them.

As a result of the partial demerger, the original acquisition cost of Metso’s share is allocated between the shares of Metso Outotec and Neles for Finnish income tax purposes. The acquisition cost varies depending on the original date of acquisition of the shares. The determination of the acquisition cost is necessary for taxation purposes to calculate the capital gain or loss received from the transfer of shares.

According to the Finnish Tax Administration’s guidelines issued on September 1, 2020, the acquisition cost of the demerged company’s shares is such portion of the acquisition cost of the demerged company’s shares that represents the portion of the demerged company’s net assets remaining with the demerged company.

The net assets of Metso Corporation have been allocated between the companies in such a way that Metso Outotec Corporation has received approximately 65.93 percent of the net assets and approximately 34.07 percent of the net assets have remained with Neles Corporation.

Therefore, in accordance with the above-mentioned guidelines of the Finnish Tax Administration, the acquisition cost of Metso Outotec Corporation’s share is 15.33 percent of the original acquisition cost of Metso Corporation prior to the partial demerger.

Consequently, the acquisition cost of Neles Corporation’s share is 34.07 percent of the original acquisition cost of Metso Corporation prior to the partial demerger.

An example of the calculation of the shares’ acquisition cost:
At the completion of the partial demerger, a shareholder has owned 10 Metso Corporation shares with an acquisition cost of EUR 12.00 per share. The shareholder has received 43 Metso Outotec Corporation shares for the Metso Corporation shares in the partial demerger. Following the partial demerger, the acquisition cost of one Neles Corporation share is EUR 4.09 (=34.07% * EUR 12.00) and the acquisition cost of one Metso Outotec Corporation share is EUR 1.84 (=65.93% * EUR 12.00 / 4.3).

The allocation of the acquisition cost described above does not apply to shareholders residing outside of Finland. Shareholders who are subject to taxation in another country are advised to consult their own tax advisor or a local tax authority on how the acquisition cost of the share is determined in their taxation.

Metso Outotec is a frontrunner in sustainable technologies, end-to-end solutions and services for the aggregates, minerals processing, metals refining and recycling industries globally. By improving our customers’ energy and water efficiency, increasing their productivity, and reducing environmental risks with our product and process expertise, we are the partner for positive change. 

Headquartered in Helsinki, Finland, Metso Outotec employs over 15,000 people in more than 50 countries and its illustrative combined sales for 2019 were about EUR 4.2 billion. The company is listed on the Nasdaq Helsinki. mogroup.com