TTA: TOTAL: Total has received a firm offer from Borealis for its majority
interest in Belgium’s Rosier S.A.
UK Regulatory Announcement
Press release issued under Article 8, paragraph 1 of the Belgian Royal Decree
of April 27, 2007 on public takeover bids.
Total (Paris:FP) (LSE:TTA) (NYSE:TOT) has received a firm offer from Borealis
for its entire 56.86% interest in Belgium’sRosierS.A., listed on NYSE
Euronext Brussels. A leading international provider of chemical solutions,
Borealis is already active in nitrogen fertilizers in Central Europe, as well
as in France following its acquisition of PEC-Rhin S.A. in early 2012.
Borealis has offered €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 will now be presented to the
employee representatives concerned, as part of the information and
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
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. Inapplication 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
NYSEEuronext Brussels stock exchange for the 30 calendar days period ending
on, and including, the day of announcement of the proposed transaction
(i.e.,February6,2013). This price is higher than the price per share
offered by Borealis for Total’s 56.86% interest in Rosier. Borealis has
informed Total that it 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 has informed Total that it intends to
proceed with a squeeze-out if it obtains 95% or more of the Rosier shares by
the end of the bid.
Rosier is a mineral fertilizer manufacturer with two production facilities, in
Moustier, Belgium and Sas van Gent in the Netherlands. Its products are
marketed in more than 80 countries worldwide. Rosier is listed on NYSE
Euronext Brussels. The company has 250 employees and revenue of €265million.
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 130 countries. 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. www.total.com
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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