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Acron Group announces tender offer for shares in Azoty Tarnów

  • Through subsidiary Norica Holding S.a.r.l, Acron Group has announced a tender offer for purchase shares in WSE-listed Zakłady Azotowe w Tarnowie-Mościcach S.A. totaling up to 66% of total votes on general shareholders meeting.
  • The offered price is PLN 36 per share, representing a premium of 18.3% over Azoty Tarnów 6-month average market price and 12.1% over the closing price on 15 May 2012. Investors may tender their shares between 6 June and 22 June 2012.
  • Acron Group is one of Europe’s ten largest mineral fertiliser manufacturers, with assets in Russia, China, Estonia and Canada. It is listed on the London Stock Exchange and Moscow’s MICEX-RTS.

Acron Group is a leading global mineral fertiliser producer with a diversified product portfolio including 40 chemical products sold in 60 markets around the world. Acron Group owns substantial potash and phosphate reserves and has a significant ammonia production capacity (1.7 million tonnes annually), a key component in mineral fertiliser manufacture.

“We have today announced a tender offer for shares in Zakłady Azotowe w Tarnowie-Mościcach S.A., a leader in the Polish chemical market. Looking at the volatile economic climate and rising prices of raw materials, we believe that consolidation of assets is a mean of maintaining the positive results and growth of both Acron and Azoty Tarnów, says Vladimir Kantor, Vice-President of Acron Group.

“Acron Group has a great track record in international mergers and acquisitions. Through this transaction we want to expand  businesses of both groups. Azoty Tarnów’s manufacturing companies can become the base for our operations within the European Union. At the same time, by further expanding the sales network, we want to bring Polish chemical products to markets around the world. We are convinced that Azoty Tarnów’s potential, in alignment with our global experience, major resource base and wide logistics network, will allow the companies to be competitive and will bring considerable benefits for their employees and shareholders”, added Mr. Kantor.

Expected synergies

The transaction unlocks substantial synergy potential for both Azoty Tarnów Group and Acron Group. Key synergies include:

• Access to raw materials. Acron Group is continuing to expand its sizable mineral resource base in Russia and Canada, comprising key components used in mineral fertiliser manufacture such as potash and phosphates. As a result of the merger with Acron Group, Azoty Tarnów will gain access to the Group’s resources, which will lower production costs. Limited access to mineral resources is a major problem for the Polish chemical industry. Cooperation between Azoty Tarnów and Acron Group will significantly reduce risk connected with the availability and pricing volatility of commodities.

 Logistics and infrastructure. Acron Group is a global, vertically integrated group operating at each stage of the mineral fertiliser manufacturing process. The group has its own logistics and distribution network comprising a fleet of rolling stock and three terminal facilities at Baltic Sea ports (Kaliningrad, Sillamäe and Muuga) with transhipment capacity in excess of 4 million tonnes. This highly developed infrastructure enables efficient export of products and rapid import of raw materials. As a result of the transaction, Azoty Tarnów will gain access to a vast logistics network, substantially improving the effectiveness of its manufacturing processes.

 New sales markets. Acron Group sells its products in 60 countries around the world. As part of the group, Azoty Tarnów will benefit from gaining access to major distribution channels, allowing it to enter new markets.

• Technological advances. Acron Group further plans to work closely with Azoty Tarnów in the area of new technologies. Jointly developed technologies will have a particular impact on the caprolactam market. Acron Group intends to develop caprolactam manufacturing technology and expand the Chinese sales network for Azoty Tarnów’s caprolactam products.

Tendering shares

Via a tender offer Acron Group plans to buy a interest in Zakłady Azotowe w Tanowie-Mościcach S.A. totaling up to 66% of total votes on general shareholders meeting. Tender subscriptions for shares will be accepted by Dom Maklerski BZ WBK S.A. and Bank Zachodni WBK S.A. between 6 June and 22 June 2012.

About Azoty Tarnów Group

Azoty Tarnów Group is one of Europe’s key chemical groups focussing on engineering plastics, nitrogen and multi-component fertilisers, OXO alcohols and plasticisers. The Group is the fifth largest European manufacturer of polyamides, the only Polish manufacturer of polyoxymethylene and one of the top mineral fertiliser producers in the EU.

The Azoty Tarnów Group also includes ZAK S.A. and ZCh Police. In 2011 the Group generated PLN 5.3 billion in revenue, with PLN 770 million in EBITDA and PLN 499 million in net earnings. With a 32.05% stake, Poland’s State Treasury is Azoty Tarnów’s main shareholder.