April 19 (Bloomberg) -- Azoty Tarnow, Poland’s biggest chemicals producer, retreated after the government sold shares at a 21 percent discount to the market price as part of a plan that blocked a takeover by OAO Acron.
The shares fell as much as 5.5 percent, the most since May 2012, and closed 0.7 percent lower to 65.40 zloty in Warsaw. The Treasury Ministry sold 12.1 percent in Azoty at 52 zloty a share, it said in on its website late yesterday, to avoid an obligatory bid for more shares in the company after raising its stake in 2012 to prevent Acron’s takeover.
“It’s part of a wider strategy of securing interests of the Polish state and not selling assets to a Russian company,” Lukasz Prokopiuk, an analyst at Dom Maklerski IDM SA in Warsaw, said by phone today. “The discount is huge and it’s not fair for minority shareholders who most likely couldn’t buy these shares and earn 21 percent in just one day.”
Poland had to cut its stake in Tarnow, Poland-based Azoty to below 33 percent from 45 percent or announce a bid to raise its holding to 66 percent by April 24 to comply with regulations. Acron’s offer made in May 2012 didn’t factor in “all synergies,” Deputy Treasury Minister Pawel Tamborski said a month after the Russian company’s bid was announced.
The stake sale comes after the government pushed through a motion to change the company’s bylaws last month to limit all other investors’ voting rights at 20 percent.
Velikiy Novgorod, Russia-based Acron failed to buy at least 66 percent of Azoty shares in a public bid last year as the Polish chemicals maker decided to buy a stake in its local competitor Zaklady Azotowe Pulawy SA to block the takeover.
Russian billionaire Viatcheslav Kantor, who controls Acron, increased his holdings to 15.3 percent from 13.7 percent, Azoty said in a filing today.
The government “plans to remain a long-term, significant shareholder in Azoty and support its current strategy,” the Treasury Ministry said on its website. It sold shares yesterday to “stable and long-term investors,” including the European Bank for Reconstruction and Development, the statement said.
The EBRD pledged not to sell its shares in Azoty, a company whose market value stands at 6.5 billion zloty ($2.1 billion), for 12 months and gave the Ministry an option to buy back the shares first, while “most other buyers” did the same, according to the statement.
“Because of high political cost it’s unlikely that any Polish government would sell such a big company whose gas needs account for a significant chunk of consumption in Poland to a Russian company,” IDM’s Prokopiuk said.
Poland imports about two-thirds of its gas from Russia, the world’s biggest energy exporter, according to data from Polskie Gornictwo Naftowe i Gazownictwo SA. Russian companies have had difficulties buying assets in the European Union’s biggest eastern market since the Iron Curtain fell in 1989.
Prime Minister Donald Tusk’s government in 2011 canceled plans to sell Grupa Lotos SA, the country’s second-largest refinery, after a report by PAP news agency that TNK-BP, the Russian oil venture then half-owned by BP Plc, was among the four bidders on the shortlist.
There should be “no ideological reasons” to reject Russian investments even as a “certain amount of caution and restraint” is warranted because of the dependence on Russian energy supplies, Tusk said at the Lotos refinery in March, 2011.
Russian mergers and acquisitions from 1990 to 2010 totaled $15 million in Poland, less than 1 percentage point of the $48 billion in cross-border mergers and acquisitions involving Polish companies in the period, according to UNCTAD, a United Nations body that tracks trade and investments.
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