Solvay to create with Rhodia a major player in chemicals - a global leader in their businesses
(Thomson Reuters ONE) -
Embargo: Brussels and Paris, 4 April 2011, at 7:00 am
Solvay to create with Rhodia a major player in chemicals - a global leader in
their businesses
Solvay will launch a friendly cash Offer for Rhodia at EUR 31.60 per share (ex-
dividend of EUR 0.5)
- Creation of a new group with sales of EUR 12 billion and REBITDA of EUR 1.9
billion:
* Highly complementary businesses
* 40% of sales generated in emerging markets
* Enlarged and more balanced business portfolio
- Offer unanimously recommended by Rhodia's board of directors
* Offer price constitutes a premium of 50% compared to the latest closing
share price of Rhodia and a premium of 44% compared to Rhodia's average
closing share price over the last three months
* Enterprise value of EUR 6.6 billion and REBITDA multiple of 7.3x
* Offer values Rhodia's equity at EUR 3.4 billion
- The transaction will be net profit accretive from 2011
Solvay and Rhodia announce the signing yesterday of a framework agreement
according to which Solvay will launch a friendly cash Offer for 100% of the
share capital of Rhodia. The cash Offer at EUR 31.60 per share (ex dividend of
EUR 0.5 per share) values the equity of Rhodia at EUR 3.4 billion and the
enterprise value at EUR 6.6 billion, representing a REBITDA multiple of
7.3x[1]. The Offer represents a premium of 50% compared to the closing price of
Rhodia on the 1(st) of April 2011 and a premium of 44% compared to the average
closing share price over the last three months. The Offer will be launched in
France and extended to the United States of America. The transaction has been
recommended unanimously by the board of directors of Rhodia.
The acquisition of Rhodia will be earnings accretive from the first year. Solvay
will fully finance the transaction with its cash resources and its financial
structure will continue to be conservative and solid.
The creation of a new group will accelerate the shared ambition to create a
large global chemical company committed to sustainable development.
The new group will capitalize on its large geographic footprint, the quality and
balance of its portfolio, its industrial excellence and the solidity of its
financial base to fully capture new growth opportunities, especially in high-
growth markets.
The new group's strategy is based on the following strengths: 90% of its
combined sales[2] of EUR 12 billion are realized in businesses where it is
already among the top three worldwide. Solvay is a leader in high performance
specialty polymers, in soda ash and hydrogen peroxide, while Rhodia holds
leadership positions in specialty materials (silica, rare earths), products for
consumer markets (surfactants, natural polymers, acetate tow) and engineering
plastics based on polyamide 6.6.
Future geographic expansion will be driven by a significant presence in the
emerging markets, which already generate 40% of sales of the combined group. The
complementary nature of the industrial activities of Rhodia and Solvay should
provide the combined group with a balanced presence in its different market
segments: specialty chemicals for consumer goods, construction, automotive,
energy, water, environment, and electronics.
Beyond the revenue synergies, the annual cost synergies are estimated to amount
to EUR 250 million within three years. The cost synergies are expected to result
from the alignment of cost structures in line with good industry practices used
in groups of a comparable size. Two thirds of these synergies will come from
external cost optimization. Therefore, no major downsizing is planned in the
context of this combination.
To facilitate a smooth and rapid integration of the two groups, Jean-Pierre
Clamadieu, Chairman and CEO of Rhodia, will join Solvay's Executive Committee in
the role of Deputy CEO once the Offer is closed. Jean-Pierre Clamadieu is also
intended to succeed Solvay's current CEO Christian Jourquin upon his retirement.
In this context Jean-Pierre Clamadieu will be proposed for appointment to the
board of directors of Solvay at the AGM in May 2012. In addition, Gilles
Auffret, COO of Rhodia, will be appointed CEO of Rhodia and member of the
Executive Committee of Solvay.
"We are very proud to announce this proposed friendly business combination. We
have a shared vision in that we want to create a new Group to achieve our goal
of sustainable growth and development in Chemistry", said Christian Jourquin CEO
of Solvay. "We see the possibility of doubling our REBITDA to almost EUR 2
billion and creating a major global chemicals platform under the banner of
Solvay. I am convinced that this project based on the complimentary strengths of
our forces will be supported by the employees of both groups. We look forward to
jointly developing innovative solutions to some of the greatest challenges
facing humanity in the twenty-first century."
"The project presented today is a fantastic opportunity for Rhodia, for its
employees and its shareholders. By joining Solvay, we will accelerate the
overall development of our business, capitalizing on a strong financial
structure, our leadership positions, and an exceptional geographic footprint.
More importantly, I feel that the similar cultures of the two groups will ensure
a successful integration resulting in one strong and ambitious group." said
Jean-Pierre Clamadieu, Chairman and CEO of Rhodia.
A tender Offer conditional upon the approval by E.U. and U.S. anti-trust
authorities and upon a minimum acceptance level of 50% plus one share will be
filed in the coming days. Solvay expects that the Offer will be closed by late
August 2011. Upon reaching a 95% acceptance level Solvay reserves the right to
conduct a squeeze-out of the remaining shares. Bonds convertible into and / or
exchangeable into new or existing shares (OCEANE) issued by Rhodia will also be
offered a price of EUR 52.3 per OCEANE.
SOLVAY is an international industrial Group active in Chemistry. It offers a
broad range of products and solutions that contribute to improving quality of
life. The Group is headquartered in Brussels and employs about 16,800 people in
40 countries. In 2010, its consolidated sales amounted to EUR 7.1 billion.
Solvay is listed on Euronext Brussels (NYSE Euronext: SOLB.BE - Bloomberg:
SOLB.BB - Reuters: SOLBt.BR). Details are available at www.solvay.com.
RHODIA is an international chemical company resolutely committed to sustainable
development. As a leader in its businesses, the Group aims to improve its
customers' performance through the pursuit of operational excellence and its
ability to innovate. Structured around 11 Global Business Units (GBUs) within 5
business clusters, Rhodia is the partner of major players in the automotive,
electronics, flavors and fragrances, health, personal and home care markets,
consumer goods and industrial markets. The Group employs around 14,000 people
worldwide and generated sales of EUR 5.23 billion in 2010. Rhodia is listed on
Euronext Paris. For more information, please visit www.rhodia.com.
[1] Excluding Carbon Emission Rights REBITDA multiple becomes 8.5
[2] pro forma data 2010
For further information please contact:
Erik De Leye Lucia Dumas
Corporate Press Officer Corporate Communications
SOLVAY S.A. Rhodia
+ 32 2 509 72 30 + 33 (0)1 53 56 64 84
erik.deleye(at)solvay.com lucia.dumas(at)eu.rhodia.com
Patrick Verelst Maria Alcon Hidalgo
Head of Investor Relations VP Investor Relations
SOLVAY S.A. Rhodia
+32 2 509 72 43 +33 (0)1 53 56 64 89
patrick.verelst(at)solvay.com maria.alcon-hidalgo(at)eu.rhodia.com
David Sturken LAURENT PERPERE
MARIE-LAURENCE BOUCHON
MAITLAND BRUNSWICK
+ 44 20 73950450 + 33 1 53 96 83 83
This press release contains certain statements that may be deemed forward-
looking statements. All statements (other than statements of historical fact)
that address activities, events or developments that we intend, expect, project,
believe or anticipate will or may occur in the future are forward-looking
statements. Such statements are based upon certain assumptions and assessments
made by Solvay's and/or Rhodia's management in light of its experience and its
perception of historical trends, current economic and industry conditions,
expected future developments and other factors they believe to be appropriate.
The forward-looking statements included in this release are also subject to a
number of risks and uncertainties resulting from numerous factors, including
economical, political and technological factors that may affect the operations
of Solvay and Rhodia, their markets, products, services and prices. Such
forward-looking statements are not guarantees of future performance, and actual
results and developments may differ from those envisaged by such forward-looking
statements.
This press release does not constitute and cannot be construed as an Offer or
invitation to purchase any securities of Rhodia by Solvay. The Offer when made
will be made solely by means of the Offer document setting out the terms and
conditions of the Offer.
In accordance with French law, the Offer documents setting out the terms and
conditions of the Offer will be subject to review by the French market authority
(AMF). Shareholders and other investors are invited to read carefully all
documents relating to the Offer prior to making any decision with respect to the
Offer.
- - - -
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: Solvay S.A. via Thomson Reuters ONE
[HUG#1502925]
Unternehmensinformation / Kurzprofil:
Datum: 04.04.2011 - 07:04 Uhr
Sprache: Deutsch
News-ID 53100
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