MEXICHEM AND WAVIN CREATE GLOBAL LEADER IN THE PLASTIC PIPE SYSTEMS AND SOLUTIONS INDUSTRY
(Thomson Reuters ONE) -
This is a joint press release by Mexichem S.A.B. de C.V. and Wavin N.V.,
pursuant to the provisions of section 6 paragraph 1 of the Decree on Public
Takeover Bids (Besluit Openbare Biedingen Wft) in connection with the intended
public offer by Mexichem S.A.B. de C.V. for all the issued and outstanding
ordinary shares in the capital of Wavin N.V. This announcement does not
constitute an offer, or any solicitation of any offer, to buy or subscribe for
any securities in Wavin N.V. Any offer will be made only by means of an offer
memorandum. This announcement is not for release, publication or distribution,
in whole or in part, in or into, directly or indirectly, the United States of
America, Australia, Canada and Japan.
Mexichem intends to make a recommended all cash public offer of ? 10.50 per
ordinary Wavin share
Transaction Highlights
Mexichem intends to make a cash offer of ? 10.50 per Wavin ordinary share
representing a premium of 177% over the closing price of 18 November 2011, for
100% of the outstanding shares of Wavin
The Management and Supervisory Boards of Wavin support and recommend the
intended Offer
Compelling Strategic Rationale
The combination of Wavin and Mexichem creates the global market leader in
plastic pipe systems with total annual sales of around ? 4.0 billion (1)
The combined group will be better equipped for future growth from consolidation
and expansion into new markets
Mexichem and Wavin are highly complementary with very limited geographic
overlap
The combined group will have stronger design, engineering and R&D capabilities
whilst leveraging Mexichem's low cost manufacturing platform
The combined group will have a more diversified end-market profile across the
residential, non-residential and infrastructure segments exposing it to
different economic and construction cycles
Identity of Wavin Maintained Within the Combination
Wavin will retain a separate operating and legal structure with headquarters in
Zwolle, the Netherlands
Wavin's brand will be retained and R&D innovation centre will be kept in the
Netherlands
Existing rights of the employees, including pension rights, will be respected
and the current Wavin employee consultation structure will be left unchanged.
There will be no reduction of the number of employees as a consequence of the
Transaction
The combination represents an opportunity for Wavin and Mexichem employees and
management to become part of a diversified group with a strong capital structure
Mexico-City/Zwolle, February 8, 2012 - Mexichem S.A.B. de C.V. ("Mexichem") and
Wavin N.V. ("Wavin") jointly announce they have reached a conditional agreement
in connection with a public cash offer by Mexichem for all issued and
outstanding ordinary shares of Wavin at an offer price of ? 10.50 for each Wavin
ordinary share (the "Offer"). The offer price represents a 177% premium to
Wavin's closing share price as at 18 November 2011, and a 97% premium to Wavin's
average closing price for the three months up to and including 18 November
2011, respectively. The Offer values 100% of the issued and outstanding shares
of Wavin at approximately ? 531 million.
The combination of Mexichem and Wavin will create the global leader (? 4.0
billion annual sales) in plastic pipe systems and solutions, building on a
combined history of innovation and a commitment to client servicing. The
companies will capitalise on a strong complementary fit in geography, product
portfolio, R&D and business lines and together will be better equipped for
future growth from consolidation and expansion into new markets.
Ricardo Gutiérez Muñoz, President of Executive Committee, Mexichem
"A combination between Mexichem and Wavin represents an important step for both
of our companies in creating the leading global operator in the plastic pipe
systems industry. The geographic footprint and product portfolio of Wavin and
Mexichem are highly complementary and together we will be exceptionally
positioned to capitalise on growth opportunities. We welcome Wavin to the
Mexichem group and are excited about the opportunity of working with the Wavin
management team."
Henk ten Hove, Wavin CEO
"We believe Mexichem's offer provides an opportunity for Wavin to join forces
with a leading plastic pipe systems company whilst preserving our history,
culture and assets such as our brand, our broad portfolio and our innovative
power. We will be able to accelerate the Wavin 2015 strategy, to participate in
the industry consolidation and to benefit from cross selling, sourcing power and
best practice sharing. We look forward to a sustainable future together."
Support from the Management Board and Supervisory Board of Wavin
The Board of Management and the Supervisory Board of Wavin support and recommend
the Offer to its shareholders, with the exception of Mr Kottman, chairman of the
Supervisory Board of Wavin, who has not participated in the deliberations and
decision-making of the Supervisory Board of Wavin in connection with the
intended Offer given his relationship with one of the large Wavin shareholders.
After careful consideration of all of Wavin's strategic alternatives, the Board
of Management and the Supervisory Board of Wavin believe this transaction
provides a fair price and is in the best interests of the company and its
stakeholders. ING Bank N.V. has issued a fairness opinion to the Supervisory
Board of Wavin and has opined that the intended Offer is fair to the
shareholders of Wavin from a financial point of view.
Unanimous Support from Mexichem
The Board of Directors of Mexichem unanimously support the Offer. A Mexichem
EGM, resolving on the approval of the Offer, is expected to be convened by March
2012. The Board of Directors of Mexichem shall propose and recommend such
resolution to its shareholders.
Corporate Governance and Integration
The Wavin employees will become part of a global leader in the plastic pipe
systems and solutions industry which will capitalise on the strong brands of
both companies. The Wavin employee consultation structure, the existing rights
and benefits of Wavin employees and existing pension rights will remain
unchanged. There will be no reduction of the number of employees as a
consequence of the Transaction. Mexichem is focused on ensuring that Wavin's key
management is retained and is committed to providing them with career
opportunities within the combination.
Mexichem believes that the integration can be successfully executed with minimal
disruptions, taking into account both companies' strengths and cultures.
Wavin will retain a separate operating and legal structure with headquarters in
Zwolle, the Netherlands. Wavin's brand will be retained and Wavin's R&D
innovation centre will be kept in Dedemsvaart, the Netherlands. The business of
the Wavin Group will be kept intact and the corporate identity, culture and
commitment to sustainable development will be maintained. Mexichem will support
Wavin with the realisation of the Wavin 2015 Strategy Plan.
Wavin Nederland Beheer B.V. will maintain the mitigated structure regime.
After successful completion of the Offer, the current members of Wavin's Board
of Management will continue to serve on Wavin's Board of Management. In
addition, Mexichem will nominate a new member of the Management Board. The
Supervisory Board will consist of six members, two of which will be independent
from Mexichem and its related parties and who will have special rights to
safeguard the non-financial commitments agreed upon with Mexichem.
Customers and Business Partners
The customers of both Mexichem and Wavin will benefit from an enlarged range of
high quality products and services through an extended global sales and service
network and through improved product innovation.
Financing of the Offer
The Offer values 100% of the issued and outstanding Wavin shares at
approximately ? 531 million. Approximately two per cent of the issued and
outstanding Wavin shares are held by Mexichem. Mexichem will finance the Offer
for the other approximately 98% of the issued and outstanding Wavin shares
(approximately ? 520 million) with cash on its balance sheet and existing
committed credit facilities.
Pre-Offer and Offer conditions
The commencement of the Offer is subject to the satisfaction or waiver of
certain pre-offer conditions customary for a transaction of this kind, such as
(i) completion of the notification procedures pursuant to the Dutch Merger Code
(SER-besluit Fusiegedragsregels 2000), (ii) completion of all actions necessary
to consult Wavin's central works council and the European works council, (iii)
no revocation of the recommendation by Wavin's Board of Management or
Supervisory Board, (iv) Mexichem and Wavin having reached agreement on the
contents of the offer memorandum and which is subsequently approved by the AFM,
(v) no competing offer having been made, (vi) no order, stay judgment or decree
restraining, prohibiting or delaying the transaction, (vii) no preference shares
having been issued by Wavin, (viii) no material breach of the merger protocol
and (ix) no material adverse effect having occurred. The material adverse effect
clause may also be invoked in the event of a breach of the warranties given by
Wavin if such breach results in a payment obligation in excess of ? 25 million.
When made, the consummation of the Offer will be subject to the satisfaction or
waiver of certain offer conditions customary for transactions of this kind, such
as (i) relevant antitrust clearance for the Offer, (ii) a minimum acceptance of
80% of the Wavin shares on a fully diluted basis, (iii) no revocation of the
recommendation by Wavin's Board of Management and Supervisory Board, (iv) no
competing offer having been made, (v) no preference shares having been issued by
Wavin (vi) no order, stay judgment or decree restraining, prohibiting or
delaying the transaction, (vii) no material breach of the merger protocol,
(viii) approval of Transaction at a Mexichem EGM and (ix) no material adverse
effect having occurred.
Competing Offer
Wavin and Mexichem may terminate the conditional agreement in the event that a
bona fide third-party offeror makes an offer which is, a more beneficial offer
than the Offer, which is binding upon such party and (i) exceeds the Offer Price
by 10% and (ii) includes non-financial commitments which are similar to those
agreed upon in the merger protocol (a "Competing Offer"). In the event of a
Competing Offer, Mexichem will be given the opportunity to revise its Offer. If
this revised Offer by Mexichem is at least equally beneficial to the Competing
Offer, Wavin may not terminate the conditional agreement with Mexichem. The same
is true for any subsequent Competing Offer. If Wavin terminates the agreement in
the event a third party offer has been declared unconditional with at least 50%
of the Shares plus one Share having been tendered and provided that such third
party has offered an offer price per Share that exceeds the Offer Price by at
least 3%, Mexichem is entitled to a break fee amounting to ? 8 million. The same
break fee applies if the Management and Supervisory Boards revoke their
recommendation. The Company is entitled to a break fee of ? 8 million if the
Merger Protocol is terminated due to Mexichem's EGM not approving the
Transaction.
Indicative Timetable
Mexichem and Wavin will seek to obtain all the necessary approvals and
competition clearances as soon as practicable and will complete the required
recommendation and consultation procedures with Wavin's central works council,
European works council and unions before launch of the Offer. The offer
memorandum is expected to be published and the Offer is expected to commence
during Q1 2012 in accordance with the applicable timetable. In March 2012,
Mexichem will hold an EGM in order to obtain shareholder approval for the Offer.
Wavin will hold an informative EGM before closing of the offer period.
Advisors
Barclays Capital is acting as lead financial advisor and Citigroup Global
Markets as joint financial advisor to Mexichem; Bank of America Merrill Lynch is
acting as financial advisor to Wavin.
Allen & Overy is acting as legal counsel to Mexichem; Stibbe is acting as legal
counsel to Wavin.
Hill+Knowlton Strategies is acting as communications advisor to Mexichem.
Conference call
Today at 9.15 a.m. CET a joint media call of Mexichem and Wavin will take place.
The call can be joined by dialling +31 (0) 20 717 68 68.
A replay of the conference call will be available after the call on the
companies' websites.
Further information
The information in this press release is not intended to be complete and for
further information explicit reference is made to the offer memorandum, which is
expected to be published during Q1 2012. The offer memorandum will contain
details of the Offer. The Wavin shareholders are advised to review the offer
memorandum in detail and to seek independent advice where appropriate in order
to reach a reasoned judgment in respect of the content of the offer memorandum
and the Offer itself.
For more information
Mexichem Wavin
Enrique Ortega Prieto Herbert van Zijl
Director of Strategic Planning and Investor Media Relations
Relations Telephone: +31 38 429 4209
Telephone: +(52 55) 5279 8304 Mobile: +31 6 51461442
E-mail: eortega(at)kaluz.com E-mail: media(at)wavin.com
Hill+Knowlton Strategies the Netherlands
Frans van der Grint: + 31 (0) 6 290 44 053 Ton Bruijne
Arien Stuijt: + 31 (0) 6 215 31 233 Investor Relations
Office: + 31 (0) 20 404 47 07 Telephone: +31 38 429 4357
Mobile : +31 6 51234949
E-mail: InvestorRelations(at)wavin.com
About Mexichem
Mexichem is a leader in plastic pipe systems and in the chemical and
petrochemical industry in Latin America, with more than 50 years of experience
in the region and 33 years on the Mexican Stock Exchange with a market
capitalisation of approximately ? 5.0 billion.[2] Mexichem, which exports to
more than 50 countries, and has presence in Latin America, North America, Europe
and Asia, has an annual turnover of approximately ? 2.7 billion and operating
profit of approximately ? 400 million.(3) With more than 10,000 employees
throughout virtually the entire American continent, the company contributes
actively to the development of the countries through products that have a wide
market in the most dynamic growth sectors including construction, housing,
drinking water, and urban sewage in Mexico, the United States and Latin America.
More details about Mexichem can be found at www.mexichem.com
About Wavin
Wavin is the leading supplier of plastic pipe systems and solutions in Europe.
The company provides essentials: plastic pipe systems and solutions for tap
water, surface heating and cooling, soil and waste, rain- and storm water,
distribution of drinking water and gas and telecom applications. Wavin is
headquartered in Zwolle (The Netherlands) and has a presence in 25 European
countries. The company employs approximately 6,000 people and reported revenue
of approximately ? 1.2 billion for 2010. Outside Europe, it has a global network
of agents, licensees and distributors. Wavin is listed on the NYSE Amsterdam
stock exchange (WAVIN). More details about Wavin can be found at www.wavin.com
Restrictions
This announcement is for information purposes only and does not constitute an
offer or an invitation to acquire or dispose of any securities or investment
advice or an inducement to enter into investment activity. This announcement
does not constitute an offer to sell or issue or the solicitation of an offer to
buy or acquire the securities of Mexichem or Wavin in any jurisdiction.
The distribution of this press release may, in some countries, be restricted by
law or regulation. Accordingly, persons who come into possession of this
document should inform themselves of and observe these restrictions. To the
fullest extent permitted by applicable law, Mexichem and Wavin disclaim any
responsibility or liability for the violation of any such restrictions by any
person. Any failure to comply with these restrictions may constitute a violation
of the securities laws of that jurisdiction. Neither Mexichem, nor Wavin, nor
any of their advisors assumes any responsibility for any violation by any person
of any of these restrictions. Any Wavin shareholder who is in any doubt as to
his position should consult an appropriate professional advisor without delay.
This announcement is not to be published or distributed in or to the United
States of America, Australia, Canada or Japan.
This press release may include "forward-looking statements" and language
indicating trends, such as "anticipated" and "expected." Although Mexichem and
Wavin believe that the assumptions upon which their respective financial
information and their respective forward-looking statements are based are
reasonable, they can give no assurance that these assumptions will prove to be
correct. Neither Mexichem nor Wavin, nor any of their advisors accepts any
responsibility for any financial information contained in this press release
relating to the business or operations or results or financial condition of the
other or their respective groups.
(1)Combined unaudited financials based on last twelve months ending 30 September
2011. MXN: EUR average exchange rate during last twelve months ending 30
September 2011 of 16.89 from FactSet.
(2) Based on market data from FactSet as at 3 February 2012. MXN: EUR exchange
rate of 16.64.
(3) Unaudited financials based on last twelve months ending 30 September 2011.
MXN: EUR average exchange rate during last twelve months ending 30 September
2011 of 16.89 from FactSet.
Click here to view the full press release in PDF format:
http://hugin.info/143050/R/1583558/495182.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Wavin N.V. via Thomson Reuters ONE
[HUG#1583558]
Unternehmensinformation / Kurzprofil:
Datum: 08.02.2012 - 07:02 Uhr
Sprache: Deutsch
News-ID 112180
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