Borealis Has Acquired TOTAL’s Majority Interest in Belgium’s Rosier SA
issued under Article 8, paragraph 1 of the Belgian Royal Decree of April 27, 2007 on public takeover bids and update on press release issued on February 6th, 2013
Borealis, a leading provider of innovative solutions in the fields of polyolefins, base chemicals and fertilizers, announced today that it has closed an agreement with TOTAL to acquire its majority interest of 56.86% in Rosier SA.
Rosier – listed on NYSE Euronext Brussels - is a mineral fertilizer manufacturer with two production facilities (Moustier in Belgium and Sas van Gent in the Netherlands) and markets its products in more than 80 countries worldwide. Rosier generated sales of EUR 278 million in 2012.
Borealis has offered EUR 192 per share (coupons n° 28 and following attached) for TOTAL’s majority interest. The gross dividend of EUR 8 per share – approved by the Annual General Meeting on June 20th 2013 (paid on June 28th, 2013) and represented by coupon n°27 - has been deducted from the price of EUR 200 per share offered to TOTAL as mentioned in the press release dated February 6th, 2013.
On the same date, Borealis also completed the acquisition of GPN SA. GPN SA is France’s largest nitrogen fertilizer manufacturer. Borealis is already active in nitrogen fertilizers in Central Europe, as well as in France following its acquisition of PEC-Rhin SA, today known as Borealis PEC-Rhin SAS, in early 2012.
“These acquisitions are in line with our strategy to grow our fertilizer business, to keep our number 1 position in Central and Eastern Europe and to become a leading producer in Europe”, says Mark Garrett, Borealis Chief Executive. “We believe that fertilizers in Europe are an economically sustainable and attractive area of activity and we are committed to invest in the assets to ensure reliable production and customer service. We are happy to welcome our new colleagues in France, Belgium and the Netherlands to the Borealis Group and are looking forward to a successful cooperation.”
As Borealis acquired the 56.86% interest in Rosier, it will be required to launch a mandatory public takeover bid for the remaining outstanding shares. In application of Article 53 of the Belgian Royal Decree of April 27, 2007 on public takeover bids (the “Takeover Decree”), Borealis will under such bid offer a price of EUR 203.38 per Rosier share, coupons n° 28 and following attached. The offer price corresponds to the volume weighted average price of Rosier shares on the NYSE Euronext Brussels stock exchange for the 30 calendar days period ending on, and including, the day of announcement of the proposed transaction, i.e. February 6, 2013, which amounted to EUR 211.38 per share reduced by the gross dividend paid on 28th June 2013 (equalling EUR 8 per share). This price of EUR 203.38 per share is higher than the price per share offered by Borealis for TOTAL’s 56.86% interest in Rosier (EUR 192 per share).
Borealis intends to proceed with a squeeze-out if it obtains 95% or more of the Rosier shares by the end of the bid.
Rosier is a mineral fertilizer manufacturer with two production facilities, in Moustier, Belgium and Sas van Gent in the Netherlands. Its products are marketed in more than 80 countries worldwide. Rosier is listed on NYSE Euronext Brussels. The company has some 250 employees and revenue of EUR 278 million. www.rosier.eu
TOTAL is a leading international oil and gas company with operations in more than 130 countries and a world-class chemical producer. 96,000 employees put their expertise to work in every part of the industry — exploration and production of oil and natural gas, refining and marketing, new energies, trading and chemicals. TOTAL is working to keep the world supplied with energy, both today and tomorrow. www.total.com
Borealis is a leading provider of innovative solutions in the fields of polyolefins, base chemicals and fertilizers. Borealis is headquartered in Vienna, Austria, and operates in over 120 countries with around 5,300 employees worldwide, generating EUR 7.1 billion in sales revenue in 2011. The International Petroleum Investment Company (IPIC) of Abu Dhabi owns 64% of the company, the remaining 36% is owned by OMV, the leading energy group in the European growth belt. Borealis provides services and products to customers around the world in collaboration with Borouge, a joint venture with the Abu Dhabi National Oil Company (ADNOC).
Building on the unique Borstar® and BorlinkTM technologies and 50 years of experience in polyolefins, Borealis and Borouge support key industries including infrastructure, automotive and advanced packaging. The Borouge plant expansion in Abu Dhabi will be fully operational by mid-2014 with a total annual capacity of 4.5 million tonnes. After this Borealis and Borouge will have approximately 8 million tonnes of polyolefin capacity.
Borealis offers a wide range of base chemicals, including melamine, phenol, acetone, ethylene and propylene servicing a wide range of industries. Together with Borouge the two companies will produce approximately 6 million tonnes of Base Chemicals in 2014.
Borealis also creates real value for the agricultural industry with a large portfolio of fertilizers. The company distributes approximately 2.1 million tonnes per year.
Borealis and Borouge aim to proactively benefit society by taking on real societal challenges and offering real solutions. Both companies are committed to the principles of Responsible Care®, an initiative to improve safety performance within the chemical industry, and contribute to solve the world’s water and sanitation challenges through product innovation and their Water for the WorldTM programme.
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Borlink and Water for the World are trademarks of the Borealis Group.
Borstar is a registered trademark of the Borealis Group.
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