Borealis has made a firm offer to TOTAL for its 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.
Borealis, a leading provider of chemical and innovative plastics solutions, has made a firm offer to TOTAL for its entire 56.86% interest in Belgium’s Rosier SA, listed on NYSE Euronext Brussels. 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. Borealis has offered EUR 200 per share for TOTAL’s majority interest.
This offer as well as Borealis’ offer (described in a separate press release) to acquire all outstanding shares in France’s GPN SA will now be presented to the employee representatives concerned, as part of the information and consultation procedures.
The proposed transaction is subject to the approval of the relevant authorities, in particular, the antitrust authorities in the countries concerned. The proposed acquisition of Rosier shares will furthermore only be completed if Borealis simultaneously acquires all outstanding shares of France’s GPN.
In the event Borealis acquires 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 and on the basis of a decision by the Autorité des services et marchés financiers (“FSMA”), Belgium’s market regulator, Borealis will under such a bid offer a price of EUR 211.38 per Rosier share, coupons n° 27 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. This price is higher than the price per share offered by Borealis for TOTAL’s 56.86% interest in Rosier. Borealis has not traded in Rosier shares over the last 12 months. As a result, the offer price meets the minimum price requirement under Belgian takeover legislation. Borealis intends to proceed with a squeeze-out if it obtains 95% or more of the Rosier shares by the end of the bid.
For further information please contact:
Kerstin Meckler, Director Communications
Tel. +43 (0)1 22 400 389 (Vienna, Austria)
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.
GPN is France’s leading manufacturer of nitrogen fertilizers and nitrogen oxide reducers. It supplies about 25% of the French market, with revenue of EUR 500 million. GPN has 725 employees in France. Its production facilities are located in Grandpuits in the greater Paris region and Grand-Quevilly in Normandy.
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 250 employees and revenue of EUR 265 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.
For more information visit:
Borstar is a registered trademark of the Borealis Group.
Bormed, Borlink and Water for the World are trademarks of the Borealis Group.