Total: Borealis Offers to Acquire GPN S.A.

  Total: Borealis Offers to Acquire GPN S.A.

Business Wire

PARIS -- February 6, 2013

Regulatory News:

Total (Paris:FP) (LSE:TTA) (NYSE:TOT) has received a firm offer from Borealis
to acquire GPNS.A., a wholly owned Total affiliate that is France’s largest
nitrogen fertilizer manufacturer. The Group has granted Borealis the exclusive
right to pursue the offer.

In light of the quality of the Borealis’ offer, Total has decided to present
it, as well as Borealis’ offer (described in a separate press release) to
acquire Total’s 56.86% interest in Belgium’s Rosier S.A., listed on NYSE
Euronext Brussels, to the employee representatives concerned, as part of the
information and consultation procedures.

A leading international provider of chemical solutions, Borealis is solidly
established in nitrogen fertilizers in Central Europe and is deploying an
ambitious growth strategy to become a European market leader, as demonstrated
by its acquisition of France’sPEC-Rhin SAS in early 2012.

“Fertilizers are a non-core business for Total, commented Patrick Pouyanné,
President of Total’s Refining & Chemicals. In joining Borealis, GPN—which is
well established in France and has benefited from a vast capital expenditure
plan in recent years—would enjoy new growth opportunities, including in the
global marketplace.”

Borealis' offer for GPN includes clear undertakings to continue operations, to
assume all employment contracts and to maintain jobs.

The offer is subject to approval by the relevant antitrust authorities.

Borealis’ offer does not concern Grande Paroisse S.A. and Total will retain
all obligations and liabilities related to that company’s former operations,
in particular those arising from the AZF site in Toulouse, France.

GPN is France’s leading manufacturer of nitrogen fertilizers and nitrogen
oxide reducers. It supplies about 25% of the French market, with revenue of
€500million. GPN has 725 employees in France. Its production facilities are
located in Grandpuits in the greater Paris region and Grand Quevilly in


Borealis is a leading provider of innovative solutions in the fields of
polyolefins, base chemicals and fertilizers. With sales of €7.1billion in
2011, customers in over 120 countries and around 5,300 employees worldwide,
Borealis is headquartered in Vienna, Austria. Borealis is owned 64% by the
International Petroleum Investment Company (IPIC) of Abu Dhabi and 36% by OMV,
the leading energy group in the European growth belt.


Total is a leading international oil and gas company with operations in more
than 130countries. We are also a world-class chemical producer. Our 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.


Matthieu GOT
Tel. : (33) 1 47 44 58 53
Fax : (33) 1 47 44 58 24
Robert HAMMOND (U.S.)
Tel. : (1) 713-483-5070
Fax: (1) 713-483-5629
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