Solvay and Rhodia have announced the start of Solvay“s friendly cash offer for Rhodia shares at EUR 31.60 per Rhodia share ex dividend (representing a 50% premium over the closing Rhodia share price .
Solvay and Rhodia have announced the start of Solvay“s friendly cash offer for Rhodia shares at EUR 31.60 per Rhodia share ex dividend (representing a 50% premium over the closing Rhodia share price on 1 April), and EUR 52.30 for the OCEANE convertible bonds. This offer, which covers the entire Rhodia equity capital and voting rights, values Rhodia“s market capitalization at EUR 3.4 billion with an enterprise value of EUR 6.6 billion and a REBITDA multiple of 7.3x. Rhodia“s acquisition should increase Solvay“s earnings per share as from 2011. The launch of the offer by the French financial markets authorities follows approvals subject to applicable regulations from the French Autorit de Contrle Prudentiel and the French Ministry of the Economy, Finance and Industry dated 27 May 2011 and 10 June 2011 respectively. Solvay reserves the right to undertake a squeeze-out on any remaining Rhodia shares if it receives acceptances from more than 95% of the company“s equity and voting rights following the offer. With sales of EUR 12 billion the new group will become a large global chemical company firmly committed to sustainable development. The future group will capitalize on its excellent market positions with 90% of combined sales realized in businesses where it is one of the top three worldwide market leaders. The new Group will have a broader businesses portfolio, less exposed to economic cycles, geographically balanced and focused on emerging markets, which already account for 40% of the new Group“s sales. Capitalizing on the strong complementarities and a common culture based on sustainable responsibility, operational excellence and innovation, the new Group will be in a position to seize all opportunities for growth. Christian Jourquin, Solvay CEO stated: “The track record of both companies to date bears witness to the strong growth potential, based on their excellence and strong complementarities. These will enhance the development potential for the new group, which will be larger than those of Solvay and Rhodia on a standalone basis. This transaction will give the two companies the resources they require to pursue their track record of innovation and as such to meet their future industrial and technological challenges.” “The launch of the Solvay offer gives Rhodia shareholders the opportunity to properly value their investment, while also contributing to the creation of a major chemical group. I am convinced that thanks to Rhodia shareholders“ confidence and support, we will be able to write a new page in the history of our two companies”, commented Jean-Pierre Clamadieu, Rhodia Chairman and CEO. The approval for the launch of the offer and its terms and conditions can be viewed on the websites of the Autorit franaise des marchs financiers and NYSE Euronext Paris. The final timetable for the offer including the closing date, will be published by the Autorit franaise des marchs financiers following receipt of approval from the European Commission while approval from the Federal Trade Commission is deemed to have been issued 6 May 2011. This timetable will be published in a joint press release from Solvay and Rhodia. For information purposes and notwithstanding the date for receipt of the approval from the European Commission, the earliest closing date of the offer will be 20 July 2011, which represents 25 market trading days following the start date. The French and English versions of the Solvay prospectus, including the terms for submitting Rhodia shares for the offer, the French and English versions of Rhodia“s memorandum in response as well as the legal, financial and accounting disclosures for Solvay and Rhodia can be viewed on the dedicated pages of the websites of Solvay and Rhodia respectively.