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)