SOLVAY LAUNCHES ITS FRIENDLY CASH OFFER FOR RHODIA SHARES AT EUR 31.60 PER SHARE
(Thomson Reuters ONE) -
PRESS RELEASE Brussels and Paris, 14 June 2011
Solvay launches its friendly cash offer for Rhodia shares at EUR 31.60 per share
Offer unanimously recommended by Rhodia's Board of directors:
* The EUR 31.60 per share represents a 50% premium over the last share price
prior to the announcement of the offer
* Offer of EUR 52.30 per OCEANE convertible bond
* Indicative calendar from June 15th to July 20th, 2011
* Enterprise value of Rhodia of EUR 6.6 billion and REBITDA multiple of
7.3x[1]
* Rhodia's equity valued at EUR 3.4 billion
* Net profit per share accretive as from 2011 for Solvay
Creation of a major global chemical Group:
* Sales of EUR 12 billion and REBITDA[2] of EUR 1.9 billion
* Strong complementarities of the businesses, global market leader in each
business
* 40% of sales generated in emerging markets
* Enlarged and more balanced business portfolio
Solvay and Rhodia announced today the start of Solvay's friendly cash offer for
Rhodia shares at EUR 31.60 per Rhodia share ex dividend (representing a 50%
premium over the closing Rhodia share price on April 1(st)), and EUR 52.30 for
the OCEANE convertible bonds. This offer, which covers the entire Rhodia equity
capital and voting rights, values Rhodia's market capitalization at EUR 3.4
billion with an enterprise value of EUR 6.6 billion and a REBITDA multiple of
7.3x. Rhodia's acquisition should increase Solvay's earnings per share as from
2011.
The launch of the offer by the French financial markets authorities follows
approvals subject to applicable regulations from the French Autorité de Contrôle
Prudentiel and the French Ministry of the Economy, Finance and Industry dated
27 May 2011 and 10 June 2011 respectively.
Solvay reserves the right to undertake a squeeze-out on any remaining Rhodia
shares if it receives acceptances from more than 95% of the company's equity and
voting rights following the offer.
With sales of EUR 12 billion(2) the new group will become a large global
chemical company firmly committed to sustainable development. The future group
will capitalize on its excellent market positions with 90% of combined sales
realized in businesses where it is one of the top 3 worldwide market leaders.
The new Group will have a broader businesses portfolio, less exposed to economic
cycles, geographically balanced and focused on emerging markets, which already
account for 40% of the new Group's sales. Capitalizing on the strong
complementarities and a common culture based on sustainable responsibility,
operational excellence and innovation, the new Group will be in a position to
seize all opportunities for growth.
Christian Jourquin, Solvay CEO stated: "The track record of both companies to
date bears witness to the strong growth potential, based on their excellence and
strong complementarities. These will enhance the development potential for the
new group, which will be larger than those of Solvay and Rhodia on a standalone
basis. This transaction will give the two companies the resources they require
to pursue their track record of innovation and as such to meet their future
industrial and technological challenges".
"The launch of the Solvay offer gives Rhodia shareholders the opportunity to
properly value their investment, while also contributing to the creation of a
major chemical group. I am convinced that thanks to Rhodia shareholders'
confidence and support, we will be able to write a new page in the history of
our two companies", commented Jean-Pierre Clamadieu, Rhodia Chairman and CEO.
The approval for the launch of the offer and its terms and conditions can be
viewed on the websites of the Autorité française des marchés financiers (French
financial markets regulator - www.amf-france.org) and NYSE Euronext Paris
(www.euronext.com).
The final timetable for the offer including the closing date, will be published
by the Autorité française des marchés financiers following receipt of approval
from the European Commission while approval from the Federal Trade Commission is
deemed to have been issued May 6, 2011. This timetable will be published in a
joint press release from Solvay and Rhodia. For information purposes and
notwithstanding the date for receipt of the approval from the European
Commission, the earliest closing date of the offer will be July 20, 2011, which
represents 25 market trading days following the start date.
The French and English versions of the Solvay prospectus, including the terms
for submitting Rhodia shares for the offer, the French and English versions of
Rhodia's memorandum in response as well as the legal, financial and accounting
disclosures for Solvay and Rhodia can be viewed on the dedicated pages of the
websites of Solvay (www.solvay.com/OPARhodia) and Rhodia (www.rhodia.com)
respectively.
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 the NYSE Euronext stock exchange in Brussels, Belgium (NYSE
Euronext: SOLB.BE - Bloomberg: SOLB.BB - Reuters: SOLBt.BR). Details are
available at www.solvay.com.
Rhodia, as a leading chemicals company in each of its businesses, is an
international company firmly committed to sustainable development. The company
focuses on operational excellence and innovation on behalf of its customers.
Rhodia is organized around 11 businesses within 5 divisions supplying large
companies in the automotive, electronics, perfume, healthcare, beauty products,
detergent, industrial products and retail sectors. The company posted 2010
revenues of EUR 5.23 billion and currently employs some 14,000 people worldwide.
Rhodia is listed on Euronext Paris. Further details are available at
www.rhodia.com.
For additional information about the offer, please contact:
Individual shareholders in France institutional shareholders
Toll free number: 0800 272 000 Orient Capital Ltd, Institutional Investor
Information Agent
Internet: www.solvay.com/OPARhodia David Chase Lopes: +33 1 40 67 15 76 or
+44 207 776 7578
Internet: www.rhodia.com Sheryl Cuisia: +44 207 776 7584
Individual shareholders in the USA
Internet: www.solvay.com/OPARhodia
Internet: www.rhodia.com
For additional information, please contact:
Erik De Leye Lamia Narcisse
Corporate Press Officer Corporate Media Relations
SOLVAY S.A. Rhodia
+ 32 2 509 72 30 + 33 1 53 56 59 62
erik.deleye(at)solvay.com lamia.narcisse(at)eu.rhodia.com
Patrick Verelst Maria Alcon Hidalgo
Head of Investor Relations Investor Relations
SOLVAY S.A. Rhodia
+32 2 509 72 43 +33 1 53 56 64 89
patrick.verelst(at)solvay.com maria.alcon-hidalgo(at)eu.rhodia.com
This press release does not and must not be considered as an offer for Solvay to
purchase Rhodia shares.
Access to the prospectus and the memorandum in response as well as all other
documents with regard to the offer and participation in the offer may be covered
by legal restrictions in certain jurisdictions. The offer is exclusively made in
France and USA, and shall not be made to persons directly or indirectly subject
to such restrictions. Non-compliance with such restrictions represents a breach
of applicable financial market laws and regulations in some jurisdictions.
Solvay cannot accept any liability in the event of breach by any person of the
applicable legal restrictions. Under no circumstances may the offer be accepted
by a person in a country where acceptance of the offer represents a breach of
applicable laws and regulations
It is strongly recommended for the shareholders and other investors to review
the offer documents before taking any decision with regard to the offer.
- - - -
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[1] Excluding the cost of carbon emission permits, the REBITDA multiple amounts
to 8.5x
[2] 2010 pro-forma data
PRESS RELEASE:
http://hugin.info/133981/R/1523401/459389.pdf
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Source: Solvay S.A. via Thomson Reuters ONE
[HUG#1523401]
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Datum: 14.06.2011 - 17:52 Uhr
Sprache: Deutsch
News-ID 55556
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"SOLVAY LAUNCHES ITS FRIENDLY CASH OFFER FOR RHODIA SHARES AT EUR 31.60 PER SHARE"
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