Press release issued under Article 8, paragraph 1 of the Belgian
Royal Decree of April 27, 2007 on public takeover bids.
TOTAL (Paris:FP) (LSE:TTA) (NYSE:TOT) has received a firm offer from
Borealis for its entire 56.86% interest in Belgium’s Rosier S.A., listed
on NYSE Euronext Brussels. A leading international provider of chemical
solutions, Borealis is already active in nitrogen fertilizers in Central
Europe, as well as in France following its acquisition of PEC-Rhin S.A.
in early 2012. Borealis has offered €200 per share for Total’s majority
This offer as well as Borealis’ offer (described in a separate press
release) to acquire all outstanding shares in France’s GPN will now be
presented to the employee representatives concerned, as part of the
information and consultation procedures.
The proposed transaction is subject to the approval of the relevant
authorities, in particular the antitrust authorities in the countries
concerned. The proposed acquisition of Rosier shares will furthermore
only be completed if Borealis simultaneously acquires all outstanding
shares of France’s GPN.
In the event Borealis acquires the 56.86% interest in Rosier, it will be
required to launch a mandatory public takeover bid for the remaining
outstanding shares. In application of Article 53 of the Belgian Royal
Decree of April 27, 2007 on public takeover bids and on the basis of a
decision by the Autorité des services et marchés financiers
("FSMA”), Belgium’s market regulator, Borealis will under such a bid
offer a price of EUR 211.38 per Rosier share, coupons n° 27 and
following attached. The offer price corresponds to the volume weighted
average price of Rosier shares on the NYSE Euronext Brussels stock
exchange for the 30 calendar days period ending on, and including, the
day of announcement of the proposed transaction (i.e., February 6, 2013).
This price is higher than the price per share offered by Borealis for
Total’s 56.86% interest in Rosier. Borealis has informed Total that it
has not traded in Rosier shares over the last 12 months. As a result,
the offer price meets the minimum price requirement under Belgian
takeover legislation. Borealis has informed Total that it intends to
proceed with a squeeze-out if it obtains 95% or more of the Rosier
shares by the end of the bid.
Rosier is a mineral fertilizer manufacturer with two production
facilities, in Moustier, Belgium and Sas van Gent in the Netherlands.
Its products are marketed in more than 80 countries worldwide. Rosier is
listed on NYSE Euronext Brussels. The company has 250 employees and
revenue of €265 million.
Borealis is a leading provider of innovative solutions in the fields of
polyolefins, base chemicals and fertilizers. With sales of €7.1 billion
in 2011, customers in over 120 countries and around 5,300 employees
worldwide, Borealis is headquartered in Vienna, Austria. Borealis is
owned 64% by the International Petroleum Investment Company (IPIC) of
Abu Dhabi and 36% by OMV, the leading energy group in the European
Total is a leading international oil and gas company with operations in
more than 130 countries. We are also a world-class chemical producer.
Our 96,000 employees put their expertise to work in every part of the
industry — exploration and production of oil and natural gas, refining
and marketing, new energies, trading and chemicals. Total is working to
keep the world supplied with energy, both today and tomorrow. www.total.com