Axens Files Proposal to Acquire Heurtey Petrochem Group
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).
Axens is being advised by Crédit Agricole Corporate and Investment Bank and Détroyat Associés for the financial aspects; and Vivien & Associés for the legal aspects. Crédit Agricole Corporate and Investment Bank is also present as the only sponsoring bank and guarantor of the Bid. Nabarro & Hinge and Détroyat Associés advised Axens in connection with financing the operation in the capacity of legal and financial counsel respectively.
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.
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. Heurtey Petrochem is listed on Alternext, NYSE-Euronext Paris (ISIN: FR0010343186, Mnemo : ALHPC).
IFP Energies nouvelles (IFPEN) is a major research and training player in the fields of energy, transport and the environment. From research to industry, technological innovation is central to all its activities, structured around three strategic priorities: sustainable mobility, new energies and responsible oil and gas. As part of the public-interest mission with which it has been tasked by the public authorities, IFPEN focuses on providing solutions to take up the challenges facing society in terms of energy and the climate, promoting the transition towards sustainable mobility and the emergence of a more diversified energy mix, and creating wealth and jobs by supporting French and European economic activity, and the competitiveness of related industrial sectors.
- Axens: Corinne Garriga (email@example.com): +33 1 47 14 25 14
- Heurtey Petrochem: Anaïs de Scitivaux (firstname.lastname@example.org): +33 1 41 93 46 42
- IFPEN: Anne-Laure de Marignan (email@example.com): +33 1 47 52 62 07
Obtaining a draft offering notice:
Copies of the draft offering notice for the Bid can be obtained free of charge on the websites of the AMF (www.amf-france.org), and Axens (https://www.axens.net), as well as at the head office of Crédit Agricole Corporate and Investment Bank, 12 place des Etats-Unis – CS 70052, 92547 Montrouge Cedex.
The present press release has been drafted for information purposes only. It is highly recommended that investors and shareholders based in France go through, once available, the documentation relating to the takeover bid, as well as any amendments or additions to these documents given that they will contain important information regarding Axens, Heurtey Petrochem and the bid. This press release must not be published, disseminated or distributed directly or indirectly in any country where the distribution of this information is subject to legal restrictions. The dissemination, publication or distribution of this press release in some countries may be subject to legal or regulatory restrictions. Consequently, people based in the countries where this press release is disseminated, published or distributed must find out about such restrictions and comply with them. Axens accepts no responsibility in the event of a violation of the restrictions by any person.