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Axens Files Proposal to Acquire Heurtey Petrochem Group

Axens, October 12, 2016

Axens announced today that it has filed a voluntary takeover bid proposal with the AMF (French capital markets authority) to acquire the shares of Heurtey Petrochem (the “Bid”).  Axens is a wholly-owned subsidiary of IFP Energies Nouvelles (IFPEN). It is partnering with the IFP Investissements, also a wholly-owned subsidiary of IFPEN, which already holds 36% of the share capital and 35.56% of the voting rights of Heurtey Petrochem (the “Partnership”). 

The Bid proposal concerns the acquisition of all non-Partnership held shares of Heurtey Petrochem at a price of 23 euros to be settled in cash. The proposed price represents a 26.1% premium over the closing share price as at Monday, October 10 (18.24 euros) and a 32.6% premium over the per share volume-weighted average price over the last 3 months. 

If the shares held by Heurtey Petrochem shareholders, other than the Partnership, do not represent more than 5% of the share capital or the voting rights of Heurtey Petrochem following the Bid, Axens will seek the enforcement of a squeeze-out for the shares not owned by the Partnership and an additional 1 euro per share will be paid out by Axens to the Heurtey Petrochem shareholders who tender their shares in the Bid, resulting in a total price per share of 24 euros (representing a premium of 31.6% over the closing share price as at Monday, October 10 (18.24 euros) and a 38.4% premium over the per share volume-weighted average price over the last 3 months. 

The Bid proposal was approved on October 11, 2016 by the board of directors of both IFPEN and Axens. The board of directors of Heurtey Petrochem is expected to issue a statement today regarding the Bid and to name an independent expert to assess the fairness of the terms of the Bid. 

The Bid proposal will be submitted for approval by the AMF, which evaluates its compliance with legislative provisions and applicable regulations.

Subject to a positive outcome for the Bid, the merger between Axens and Heurtey Petrochem will produce a prime technological industrial group specializing in clean fuels and eco-efficient procedures, right at the heart of energy transition.  It will be present in the refining and petrochemical segments, as well as processing of natural gas, biofuels and renewable chemical intermediates. The new group will offer a wider range of products across the entire value chain, sales of processes, catalysts and adsorbents including sales of furnaces, EPC technological modules and solutions, as well as providing consulting services for operators.

Lastly, the merger between Axens and Heurtey Petrochem will help boost both companies’ international presence.  Indeed, both entities boast sales forces and/or production means (catalysts production plants for Axens, furnaces and modules production units for Heurtey Petrochem) in many regions (the Americas, India, China, the Middle East, Eastern Europe, Russia, etc.).

Following the Bid (subject to a positive outcome), IFP Investissements undertakes to hand over to Axens all the securities held in the share capital of Heurtey Petrochem, representing 36% of the share capital and 35.36% of the company’s voting rights. This contribution will be conducted as per the provisions of the contribution-in-kind procedure of articles L. 225-147 et seq. of the French Commerce Code. The shares of Heurtey Petrochem owned by IFP Investissements will be contributed to Axens at their unit value as provided in the Offer.

Furthermore, IFP Investissements also intends to contribute 50% of the Eurecat securities it currently holds to Axens, as part of a contribution-in-kind procedure, enabling the company to secure its market position for services associated with catalysts sales (comprehensive new and regenerated catalysts offer).

 

About Axens

Axens, an IFP Group affiliate, is an international provider of advanced technologies, catalysts, adsorbents and services, with a global reputation for basic engineering design excellence. The main scope of Axens' business is focused on the conversion of oil, coal, natural gas and biomass to clean fuels as well as production and purification of major petrochemical intermediates. Axens’ global offer is based on: highly trained human resources, modern production facilities and extensive commercial feedback from plants using our processes and catalysts all around the world.

www.axens.net

 

About Heurtey Petrochem

Heurtey Petrochem is an international oil and gas engineering Group. It is present in two market segments:

  • process furnaces for refining, petrochemicals and the production of hydrogen, a domain in which Heurtey Petrochem is a global leader.
  • the processing of natural gas through its subsidiary Prosernat. In this sector, the Group operates in both EPC engineering and as a technology licensor.

Heurtey Petrochem performs its activities through a large network of subsidiaries around the world: Brazil, China, India, Korea, Malaysia, Romania, Russia and the United Stated. The group generated a turnover of €420 million in 2015. 

www.heurtey.com


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