RHI and the controlling shareholders of Magnesita, GP and Rhône (“Magnesita’s Controlling Shareholders”), have reached an agreement to combine the operations of RHI and Magnesita to create a leading refractory company.
The new company, RHI Magnesita, will be established in the Netherlands and listed in London. Accordingly, RHI’s Management Board has agreed to sign a share purchase agreement with Magnesita’s Controlling Shareholders regarding the acquisition of a controlling stake of at least 46%, but no more than 50% plus one share of the entire share capital in Magnesita, pending RHI’s Supervisory Board approval.
The consideration for the 46% stake will consist of cash amounting to € 118 million and 4.6 million new shares to be issued by RHI Magnesita.
A subsequent mandatory tender offer will be launched as a result of which a maximum number of 5.4 million RHI Magnesita shares will be issued, bringing the total number of newly issued RHI Magnesita shares to up to 10.0 million. The Offer will also include a cash-only alternative amounting to € 8.19 per Magnesita share. As a result of the Transaction, GP, Magnesita’s largest shareholder, will become a relevant shareholder of RHI Magnesita and will be represented on its board of directors. Following registration of the corporate restructures, RHI’s shares will cease to be listed on the Vienna Stock Exchange. RHI’s migration from Austria and listing in London are subject to approval by RHI’s shareholders’ meeting. The Transaction is also subject to approvals by relevant competition authorities. The place of effective management will be Austria The Transaction is expected to complete in 2017. Both companies will remain completely separate and independent until then. RHI Magnesita will be a leading refractory company with an enhanced growth profile due to improved regional presence and complementary asset portfolios. RHI, based in Austria, is a global supplier of high-grade refractory products, with 2015 revenues of € 1,753 million Brazil-based Magnesita is a global provider of integrated refractory solutions, services and industrial minerals, with revenues of US$ 1,013 million (€ 914 million) in 2015.