Borealis announces opening of public takeover bid on Rosier SA
On July 1, 2013, Borealis, a leading provider of innovative solutions in the fields of polyolefins, base chemicals and fertilizers, announced that it has closed an agreement with TOTAL to acquire its majority interest of 56.86% in Rosier SA. Today, Borealis announces the opening of a mandatory public takeover bid for the remaining outstanding shares.
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 July 1st, 2013, 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 is 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 offers under such bid 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 June 28, 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.