Vienna-based fertilizers and polyolefins major Borealis AG and Turkey’s Yildirim Holding AŞ, a subsidiary of Yildirim Group, have signed a binding agreement for Yildirim to acquire Borealis’ shareholding in Belgian fertilizer producer Rosier SA.
Borealis currently holds 98.09% of Rosier’s shares and the offer values the business (enterprise value) at €35 million (approximately $33.7 million at current exchange rates), resulting in a valuation of roughly €11.65 per share, Borealis said in a Sept. 26 statement announcing the deal.
The closing of the transaction is subject to certain regulatory approvals and Borealis concluding a previously announced squeeze-out for the remaining Rosier shares it does not already own.
Borealis in June announced its intention to launch a squeeze-out for Rosier’s remaining shares at a price of €20 per share (GM June 10, p. 26).
Moustier-headquartered Rosier produces and distributes a range of granulated fertilizers, liquid fertilizers, NPKs, and hydrosoluble fertilizers. The company has two production sites: at Moustier, Belgium, and Sas van Gent in the Netherlands. In FY2021, Rosier reported an unaudited net loss of -€36.9 million on sales of €233.8 million (GM Feb. 11. p. 33).
The proposed divestment of its stake in Rosier is part of Borealis’ strategy to focus on its polyolefins and base chemicals business, as well as on the transformation towards a circular economy.
Borealis acquired an initial 56.86% stake in Rosier from France’s Total SA in 2013, as part of its then strategy to expand its fertilizer business (GM July 8, 2013). Under a 2015 agreement with Rosier, Borealis became the exclusive distributor of Rosier products in all European markets, including Belgium, the Netherlands, Poland, and the “Northern European” countries (GM Aug. 4, 2017).
The Austrian fertilizers and polyolefins company, which is a 75% owned subsidiary of Austrian oil and gas group OMV AG, currently is in exclusive negotiations with the Czech Republic’s chemicals and fertilizers company Agrofert for the sale of its Nitrogen division, after receiving a binding offer for the business from the Czech company in June (GM June 3, p. 1). The transaction also remains subject to certain closing conditions and regulatory approvals.
A spokesperson for Borealis confirmed to Green Markets this week that the transaction remains on track for closing before the end of this year.
Borealis’ Nitrogen business includes fertilizers, melamine, and technical nitrogen products. The offer valued the business on an enterprise value basis at €810 million.
The Austrian company pulled the plug on a binding offer it had received in early February from Zug, Switzerland-based EuroChem Group AG for the acquisition of the nitrogen business (GM March 11, p. 30; Feb. 4, p. 1). The two had been in exclusive negotiations.
Borealis CEO Thomas Gangl at the time cited the developments around the war in the Ukraine and sanctions that had been put in place as behind the company’s decision to decline EuroChem’s offer.
Borealis’ stake in Rosier had not been part of the deal.
The Istanbul-based privately-owned Yildirim Group is a Turkish industrial conglomerate active in nine industrial sectors, including fertilizers and chemicals. It owns Turkish fertilizer producer Gemlik Gübre AŞ and is Turkey’s largest producer and exporter of CAN. It is also an ammonia producer, and is Turkey’s third largest trader of fertilizers (CAN, AN, DAP, AS, NPK, and urea).
Early this year, Yildirim Holding submitted a binding bid to acquire Croatia’s biggest fertilizer producer, Petrokemija d.d. (GM Jan. 14, p. 30). The offer was reported to be valid until Jan. 31, 2022. It is unclear if talks have continued.
The Turkish conglomerate also operates in the metals and mining, shipping and logistics, port management, energy and power, and energy commodities sectors, and has a presence in 54 countries. The group has an asset management company in The Netherlands that serves as an investment arm for the group.
Yildirim also owns a 24% stake in CMA CGM Group, the world’s third largest shipping and logistics company.