OSLO, NORWAY--(Marketwire - Oct 15, 2012) - Norsk Hydro ASA and Orkla ASA have agreed to
combine their respective profiles,
building systems and tubing business, creating the world's leading
aluminium
solutions provider. The new combined company, to be named Sapa, will be a
50/50
joint venture owned by Hydro and Orkla.
The agreement covers Profiles and Building System, as well as Extruded and
Welded tubes, of Orkla's fully-owned Sapa and all of Hydro's Extruded
Products
business area.
Based on 2011 figures, the combined company will have around NOK 47 billion
in
annual revenues, underlying EBITDA of around 1.9 billion and approximately
25,000 employees.* The new company will have leading positions in Europe
and
North America, and strong footholds in emerging markets, including Brazil,
Argentina, China, India and Vietnam.
Completion of the transaction is expected to take place in the first half
of
2013, following approvals from relevant competition authorities. Svein Tore
Holsether, currently President and CEO of Sapa, will be President and CEO,
and
Arnstein Sletmoe, currently Senior Vice President and Head of Mergers &
Acquisitions in Hydro, will be appointed CFO of the merged company.
President
and CEO of Hydro, Svein Richard Brandtzæg, will be the chairman of the
company.
Sapa will have its headquarter in Oslo, Norway
"Together we are creating a stronger company with a broader competence base
and
a highly experienced management team. In today's very challenging market
conditions, the combined company will be better positioned for
restructuring and
value creation. This will strengthen Orkla's ability to successfully
capture the
value potential of our aluminium business," says Orkla's President and CEO
Åge
Korsvold.
"The new company will have the necessary strength to meet current
challenging
markets and create a platform for future growth in emerging markets," says
Hydro's President and CEO Svein Richard Brandtzæg. "This transaction
will
contribute to strengthening Hydro as a world-leading, resource-rich
aluminium
company with robust activities across the value chain. Through the
combination
with Sapa, Hydro is establishing a new structure for its extrusion business
positioned for improved profitability and potential for future growth," he
says.
As part of the agreement, Hydro (through Hydro Aluminium AS) and Orkla
(through
Sapa Holding AB) will contribute their relevant businesses to the new
company in
return for shares on a 50/50 basis. To compensate for the difference in
size and
to harmonize certain balance sheet items, Orkla will, in addition to its 50
percent ownership, receive the amount of NOK 1.8 billion from the new
company.
The amount is expected to be paid within 6 months of completion.
Significant improvement efforts are ongoing in both entities and will,
together
with assumed annual synergies of around NOK 1 billion, contribute to
further
strengthening the new company. On a global basis, demand for extruded
aluminium
applications is expected to continue its strong underlying growth.
"Aluminium is the material of the future. To meet customers' high demands,
we
need to continue to excel in R&D, deliver with precision and optimize our
global
footprint. Both entities have demonstrated their ability to increase
quality and
efficiency, and together we are determined to bring out the best of the two
companies into one," says Svein Tore Holsether, President and CEO of Sapa.
The agreement contains provisions whereby either party may initiate an
initial
public offering (IPO) process after approximately three years from closing,
and
where each party can decide to retain 34 percent.
The new joint venture will be presented as an associated company according
to
the equity method.
*) Illustrative figures for the new company 2011, unaudited
**********
This announcement and its appendices (collectively, the "Announcement") has
been
prepared by Norsk Hydro ASA ("Hydro") and Orkla ASA ("Orkla") (jointly
referred
to as the "Companies") solely for the use at the announcement held in
connection
with the announcement of the combination of Hydro's aluminium extrusion and
building systems business and Orkla's aluminium extrusion and building
systems
currently conducted through Sapa AB, in a 50/50 owned company (the "Joint
Venture").
Statements in this announcement refer to the Joint Venture, but a
combination of
said businesses is pending inter alia regulatory approval and completion of
the
transactions set out in the agreement between the parties.
Certain statements included within this Announcement contain
forward-looking information, including, without limitation, those relating
to (a) forecasts,
projections and estimates, (b) statements of Orkla's and Hydro's objectives
and
strategies for the Joint Venture (c) targeted production volumes,
capacities or
rates, start-up costs, cost reductions and profit objectives, (d) various
expectations about future developments in relevant markets, supply and
demand,
(e) results of operations, , (f) growth rates, (h) risk management, as well
as
(h) statements preceded by "expected", "scheduled", "targeted", "planned",
"proposed", "intended" or similar expressions.
Although the Companies believe that the expectations reflected in such
forward-looking statements are reasonable, these forward-looking statements
are based on
a number of assumptions and forecasts that, by their nature, involve
material
risks and uncertainties. Various factors could cause actual results or
other
future positions to differ materially from those projected in a
forward-looking statement or materially affect the extent to which a
particular projection is
realized. Factors that could cause these differences include, but are not
limited to, changes in the availability and cost of energy and raw
materials;
global supply and demand for aluminium products; world economic growth,
including rates of inflation and industrial production; changes in the
relative
value of currencies and the value of commodity contracts; trends in key
markets
and competition; and legislative, regulatory and political factors.
No assurance can be given that such expectations will prove to have been
correct. The Companies and the Joint Venture disclaim any obligation to
update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
This Announcement has not been reviewed or approved by any regulatory
authority
or stock exchange. This Announcement is not a prospectus and does not
contain
the same level of information as a prospectus.
The contents of this Announcement shall not be construed as an investment
advice. By attending or receiving this Announcement and/or investing in the
shares issued by any of the Companies, you acknowledge and accept that you
will
be solely responsible for your own assessment of the market and the market
position of, and other factors of relevance to, the Companies and that you
will
conduct your own analysis and be solely responsible for forming your own
view of
the potential future performance of the respective Company's business and
its
shares.
This Announcement speaks as of October 15, 2012.
This information is subject of the disclosure requirements pursuant to
section
5-12 of the Norwegian Securities Trading Act.
Additional information and key figures:
http://hugin.info/106/R/1648862/531581.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Norsk Hydro via Thomson Reuters ONE
[HUG#1648862]