DYNEA AND INDUSTRI KAPITALfS COMMENT TO THE FINNISH GOVERNMENTfS DECISION TO WITHDRAW THE PROPOSAL CONCERNING THE KEMIRA ARRANGEMENT
@Despite significant efforts to show the economic and industrial benefits of the planned combination in the Nordic specialty chemicals industry involving Kemira Oyj, Dynea Oy and Sydsvenska Kemi AB (Perstorp and Neste Oxo), it seemed difficult to find sufficient support for this transaction in the Finnish Parliament.
hThe planned transaction would have been an attractive opportunity to create a leading Nordic specialty chemicals group with strong global positions in its core businesses. We continue to explore further alternatives in the chemicals sectorh, says Michael Rosenlew, Director of Industri Kapital. @
DYNEA OY TO ACQUIRE SYDSVENSKA KEMIfS RESINS OPERATIONS
Dynea Oy, the parent company of Dynea International Oy, is acquiring Perstorpfs resins operations from Sydsvenska Kemi. Through this acquisition, Dynea Group, a leading global supplier of industrial adhesive systems, will strengthen its position as a world-leader in industrial resins for non-wood applications. The acquired business will be owned by Dynea Oy. Dyneafs current industrial resins business is owned by Dynea International Oy.
The sale and purchase agreements relating to the shares and operations of Perstorpfs resins business were signed on February 28, and the closing of the purchase is targeted to take place on March 15, 2002.
The acquired resins business consists of formaldehyde-based industrial resins production aimed primarily to the automotive and engineering industries, and combines a strong technology base with experience and market leadership in many applications. Manufacturing units are located in Aycliffe, England; Brebieres, France; Erkner, Germany; and Sao Paolo, Brazil. The business employs some 340 persons and has revenues of SEK 950 million.
Sydsvenska Kemi AB is the parent company of an international specialty chemicals group, including the now integrated chemical operations of Perstorp and Neste Oxo. The Group had annual sales of about SEK 7 billion (pro forma) during its first year in operation, with approximately 2,600 employees. Like Dynea, Sydsvenska Kemi is controlled by the private equity firm Industri KapitalLs funds.
The transfer of Perstorpfs resins operations to Dynea Oy was preceded by operational cooperation between the two companies in the resin sector. This cooperation was initiated during the Autumn 2001.
gThe acquired resins business brings valuable technological expertise in many specialty resins applications,h says Mr Risto Lapinleimu, Senior Vice President, Dynea Industrial Resins. gDynea, in addition to its own areas of expertise has a unique global position through a world-wide network of production sites and local presence. Thanks to our combined resources we are uniquely placed to meet our customers needs, and above all, offer our services on a global basis.h
hThe divestment is in line with our strategy, which involves a focus on specialty chemicals products designed for the paints and coatings industry. By strengthening the synergies between Perstorp and Neste Oxo, and by developing our other growth segments, we expect to increase our growth and profitability,h says Mr Lennart Holm, President of Sydsvenska Kemi AB and Perstorp AB.
Fortum Sells Neste Chemicals to Industri Kapital for FIM 3 billion
Fortum Oil and Gas, a wholly owned subsidiary of Fortum Corporation, has agreed to sell Neste Chemicals Oy to Industri Kapital 1997 fund for FIM 3 billion (EUR 505 million). Neste Chemicals managers will also become owners of Neste Chemicals Oy. The transaction is subject to the approval of competition authorities.
"Neste Chemicals is not linked to our core business, energy. We have been saying for some time that we wanted to find Neste Chemicals new owners who will further develop the company. This transaction demonstrates Fortum's commitment to focusing on energy, in line with our strategy and targeted schedule. In addition, we are pleased to have found a buyer, Industri Kapital, which is strongly committed to Neste Chemicals' growth in the future, Mr Eero Aittola, Chief Financial Officer of Fortum Corporation stated.
"We believe that Neste Chemicals, as one of the leading suppliers to selected industrial adhesives and coatings markets, is well positioned to benefit from the global consolidation of the chemicals sector. Neste Chemicals offers a unique platform to create a world-leading specialty chemicals company, and has today a product portfolio well suited for further development," Mr Harald Mix, Industri Kapital's Deputy Chief Executive said.
"Neste Chemicals' track record demonstrates a capability to adapt to quickly changing conditions, while developing our customer base and market expertise," said Mr Georges Marzloff, president and CEO of the company. "We will continue focusing on our growth strategy in our chosen line of expertise in adhesives and coatings offering."
Neste Chemicals Oy will carry on its operations with the existing name.
Neste Chemicals' businesses include adhesive resins, unsaturated polyesters and gelcoats, oxo intermediates, paper chemicals, and chemicals trading. The Neste Chemicals Group has approximately 40 production facilities in 18 countries in Europe, North America, and Asia. Its network of sales offices covers the most important market areas globally. In 1998, net sales were FIM 5.4 billion, operating profit was FIM 111 million, and the number of personnel was 2.500.
Industri Kapital is a leading European private equity fund, with assets under management in excess of FIM 6 billion (EUR 1 billion). Since 1989, a total of 31 investments have been made in companies with aggregated sales of approximately FIM 40 billion (EUR 7 billion), including KCI Konecranes, MSC Metsa Specialty Chemicals, Addtek International, Paroc and Enermet in Finland. The fund investors are mainly well-known Nordic and European institutional investors and include Finnish names such as Leonia Bank, Merita Bank, Pohjola, Sampo Life and Varma-Sampo.
KEMIRA, DYNEA AND SYDSVENSKA KEMI TO BE COMBINED
Industri Kapital and the State of Finland have agreed in principle to combine Kemira, Dynea and Sydsvenska Kemi.
In order to complete the proposed combination, Dynea will acquire the State of Finland's shares in Kemira and make a public tender offer to the minority shareholders of Kemira.
The above transactions are subject to certain conditions.
Industri Kapital and the State of Finland have agreed in principle to create a strong global specialty chemicals group by combining the businesses of Kemira Oyj, Dynea Oy and Sydsvenska Kemi AB. Prior to a combination of Dynea and Kemira, Dynea will acquire Sydsvenska Kemi, containing, inter alia, the operations of Perstorp AB and Neste Oxo AB. Dynea and Sydsvenska Kemi are both companies controlled by Industri Kapital. The State of Finland is the majority shareholder of Kemira through a shareholding of approximately 56 per cent.
Dynea will pay EUR 9.10 per Kemira share. The State of Finland will receive its consideration through the receipt of 34 per cent of the shares in the new group and a consideration of EUR 100 million.
Following finalisation of the agreement between the State of Finland and Industri Kapital, Dynea will launch a public tender offer to acquire all outstanding shares in Kemira for a consideration of EUR 9.10 per Kemira share. The offer values the outstanding shares in Kemira at approximately EUR 1.1 billion. The offer price represents a premium of 33 per cent compared to the weighted average trading price of Kemira shares during the last 30 trading days, 51 per cent during the last 12 months and 53 per cent during the last 3 years. Prior to the commencement of the offer, a prospectus including the terms and conditions of the offer will be published and made available to the shareholders and holders of instruments entitling to shares in Kemira. The completion of the public tender offer will be subject to, inter alia, the completion of the agreement between the State of Finland and Industri Kapital. Following completion of the public tender offer and the minority redemption, Kemira will be delisted.
The completion of the agreement between Industri Kapital and the State of Finland is conditional upon obtaining an approval from the Finnish Parliament, satisfactory due diligence, securing guaranteed financing for the acquisition of Kemira by Dynea, finalisation of necessary documentation, the receipt of necessary regulatory approvals and other approvals under applicable competition laws including that of the European Commission, Dynea obtaining a shareholding in Kemira of more than 90 per cent as well as completion of the acquisition of Sydsvenska Kemi by Dynea.
Following completion of the agreement between Industri Kapital and the State of Finland as well as the public tender offer to the shareholders of Kemira, the new group will be owned by the State of Finland, holding 34 per cent of the shares, and Industri Kapital together with management and co-investors, holding 66 per cent of the shares.
The new group will have strong market positions in its core businesses and the necessary critical mass to facilitate further growth with an annual revenue of approximately EUR 4.3 billion (pro forma combined revenues of the financial year 2000). The new group will have operations in over 40 countries, and its major business products areas will be adhesive resins, coating chemicals, pulp and paper as well as water treatment chemicals. The new group's parent company is domiciled in Finland. Mr Tauno Pihlava, CEO of Kemira, is proposed to be nominated CEO of the combined group.
hOur goal is to build a world-class specialty chemicals group and we are convinced that we have found an excellent partner in Kemira to achieve this. The operations of Kemira are a good complement to the operations of Dyno Chemicals, Neste Chemicals and Perstorp", says Björn Savén, Chairman and Chief Executive of the Industri Kapital Group.
"The combination will create a leading Nordic based specialty chemicals group with its focus to serve, on a global basis, its customers operating within the pulp and paper, wood working, panel and coating industries", comments Michael Rosenlew, Deputy Managing Director of Industri Kapital AB.
A press conference concerning the transaction described above will be held today at 1.30 pm at Hotel Strand Inter-Continental (address: John Stenbergin ranta 4, Helsinki).
Kemira is a leading chemicals industry group operating world-wide as a leading supplier in its core businesses. Kemira's growth areas include pulp and paper chemicals, water treatment chemicals and paints as well as coatings. Other areas of focus include specialty fertilisers and industrial chemicals, including titanium dioxide pigments.
In 2000, Kemira had net sales of approximately EUR 2.5 billion, production facilities in over thirty countries and a global customer base. Kemira has some 10,000 employees.
Kemira is listed on the main list of the Helsinki Exchanges.
Dynea is one of the world's leading providers of industrial adhesive systems. Adhesive resins are used in a variety of applications by the panel board industry, laminated beam and structural wood manufacturers, the mineral and glass fibre industry, the paper impregnating industry, and many others. Dynea also produces paper overlays and oil field chemicals.
In 2000, Dynea had combined revenues of approximately EUR 1.0 billion. With over 50 production units in 25 countries in Europe, the Americas and Asia Pacific, Dynea has some 3,000 employees. Dynea Oy is controlled by the Industri Kapital 1997 Fund and the Industri Kapital 2000 Fund.
Sydsvenska Kemi AB consists i.a. of the former businesses of Perstorp AB and Neste Oxo AB. Today, Sydsvenska Kemi AB is a Nordic based, international specialty chemicals group with 2000 net sales of approximately EUR 850 million and close to 3,000 employees. Sydsvenska Kemi AB is presently controlled by the Industri Kapital 2000 Fund.
Industri Kapital is one of the leading private equity firms in Europe with equity capital under management in excess of EUR 3 billion from Nordic, European and international investors. Since its formation in 1989, Industri Kapital has, through its four funds, carried out 43 strategic investments. Industri Kapital's funds are currently the main owners of 25 companies with a total turnover close to EUR 12 billion. Industri Kapital has offices in London, Hamburg, Oslo and Stockholm.
Industri Kapital's objective is to build long-term value in its businesses. Such value is often created through fundamental performance improvements based on a focused strategy, excellence in operations and sound business and industry restructuring steps. A combination of sustainable growth and earnings improvement is always the goal.
Examples of companies in which Industri Kapital's funds have invested are CPS Color Group Oy, Enermet Group Oy, KCI Konecranes International Oyj, and Noviant Oy in Finland, Alfa Laval International AB, MacGregor International AB and Nobia AB in Sweden, Dyno Nobel ASA in Norway and Superfos a/s in Denmark, as well as Intrum Justitia N.V. and Oriflame S.A., the two latter were earlier listed on the London Stock Exchange.
The fund investors are generally large Nordic, European and American institutional investors such as pension funds, investment and insurance companies.
MetaDynea commissions resin plant
The joint venture company MetaDynea, created last year by Russia's Metafrax and Finland's Dynea Chemicals Oy, has commissioned a 200,000 mt/yr plant to produce carbide-formaldehyde, melamine-carbide-formaldehyde, phenol and urea resins, according to the Russian Perm regional government press office. The plant, utilizing Dynea's technology, is located in the town of Gubakha in the Perm region. iy~j
April 19, 2004 Dynea
Metafrax join forces in Russia. New leading adhesive resins
supplier in Russia
manufactures and markets superior adhesion solutions. The new
company, jointly owned by two leading companies, Dynea Chemicals
Oy (Finland) and JSC Metafrax (Russia), aims to ensure the
availability of high quality adhesives for the manufacture of
wood based panels, other wood working industries and different
MetaDynea is building up a new resins plant in Gubakha, in the Perm region. The plant will have capacity to produce some 200 ktons of resins per year, and is expected to start production in the 3rd quarter in 2004. It will employ 25 persons. The Gubakha plant will produce urea and melamine resins, based on Dynea technology, for the rapidly growing woodworking industries of Russia and its neighbouring countries.
MetaDynea also has plans to build another urea and melamine resins production unit in Western Russia by the end of 2006. This plant has a planned capacity of over 120 ktons/year of urea and melamine resins. MetaDynea's future plans also include production of phenolic resins for a broad range of industrial applications, including insulation and impregnation.
MetaDynea supports both Dynea's and Metafrax's long-term strategies. Thanks to our combined resources, we have an excellent platform from which to continuously develop our services to our customers in the Russian and neighbouring markets. MetaDynea supports our goal to be the leading supplier for the global wood related and other industrial adhesives markets,Esays Mr Joni Lukkaroinen, Chairman of the Board of ZAO MetaDynea.
The company's head office is located in Moscow. Dynea's all business activities in Russia have been incorporated into Z.A.O. MetaDynea, which will also act as the Russian distributor for Dynea's other products.
Dynea in brief
Dynea is a leading provider of global adhesion and surfacing solutions to the woodworking industry as well as for a wide range of other industrial applications. Dynea's resins are used in a variety of applications by the panel board industry, laminated beam and structural wood manufacturers, the mineral and glass fibre industry, the paper impregnating industry, and many others. We offer a wide range of paper overlays for industrial and decorative applications. Dynea has an annual turnover of approximately EUR 1.0 billion. With 60 production units in twenty-six countries in Europe, the Americas and Asia Pacific, Dynea employs some 3,200 persons.
Metafrax in brief
JSC Metafrax is a major producer of methanol. Its product portfolio of chemicals also includes formaldehyde, urea-formaldehyde concentrate and other formaldehyde based products. The company is based in Gubakha, in the Perm region. The company employs some 2.500 persons and has an annual turnover of over EUR 100 millions.
2005-09-19 Industri Kapital
Kapital Exits Dyno Nobel
Kapital (gIKh) and co-owner Ensign-Bickford
Industries have signed an agreement to sell Dyno Nobel, a leading
commercial explosives company, to a consortium of institutional
investors lead by Macquarie Bank for 1.7 billion US dollars. The
consortiumfs objective is to
focus on Dyno Nobelfs North American
and Australian assets and as a result it has entered into an
agreement to sell certain assets to Orica Limited (gOricah).
Dyno Nobel is a world leading commercial explosives company with 5,800 employees in 36 countries, research and technology facilities on four continents and sales of 1.4 billion US dollars per year.
Following IKfs public-to-private acquisition of Dyno ASA from the Oslo Stock Exchange in August 2000, Dynofs chemical business was merged with Neste Chemicals to form Dynea Oy, also controlled by IK. In close co-operation with management, IK has, through divestment of non-core assets, transformed the remainder of the Group into the focused Dyno Nobel of today - a full-service explosives provider in many of the worldfs major markets. In addition, measures were taken to substantially streamline the companyfs cost base by reducing operating expenses. During IKfs ownership Dyno Nobel has made several strategic add-on acquisitions globally. The two most significant were the industry-transforming merger with the Ensign-Bickford Company in 2003, which gave the company market leadership in initiation systems, and the acquisition in 2003 of El Pasofs ammonium nitrate facilities in the important Western US coal regions.
During IKfs ownership Dyno Nobel sales and EBITDA have increased by approximately 100% and 170% respectively.
Kim Wahl, Partner at IK said, gThis has been a very good investment for IK, and clearly demonstrates our dedication to building best-in-class companies and improving operational performance. We have worked alongside a strong and dedicated management team to focus the business, achieve operational excellence and grow the company organically and through selective strategic add-on acquisitions. We would like to recognize the tremendous effort and commitment of the Dyno Nobel employees and management team over the last five years.g
Macquarie will focus Dyno Nobel geographically on the North American and Australian markets and will explore a range of future options for the company, including the potential for an IPO on the Australian Stock Exchange in the first half of 2006. Consequently, Macquarie has agreed with the Australian chemical and explosives company Orica to sell to it most of the European, Middle Eastern, African, Asian and Latin American businesses.
Macquariefs acquisition of Dyno Nobel is subject to regulatory approvals and is currently expected to be completed in late November 2005. Macquariefs subsequent on-sale of assets to Orica will also be subject to subsequent regulatory approval.
2005-10-19 Industri Kapital
Kapital Exits Sydsvenska Kemi to PAI partners
Kapital (gIKh) and PAI partners have signed an
agreement on the sale of Sydsvenska Kemi (gSSKh), the holding company of the
leading speciality chemicals group Perstorp AB.
Perstorp AB is the world leading company within its selected niches of the speciality chemicals market, focused on value-added additives for the coating industry. The Perstorp Group had annual sales of SEK 6.5 billion in 2004, and currently employs around 1,600 people. The Group has manufacturing operations in eight countries in Europe, North America and Asia.
Following IKfs public-to-private acquisition of Perstorp AB from the Stockholm Stock Exchange in June 2001, IK has worked closely with management to transform the company into a focused company with world class operating performance. During IKfs ownership, a number of non-core assets have been divested and Perstorp has made several strategic add-on acquisitions globally including the acquisition of Neste Oxo, Finland (2001) and the feed additive company Franklin Holding B.V. (2004). Perstorp has also entered into strategic joint venture agreements in South Korea and Japan positioning it well in the rapidly growing Asian markets.
Since 2002 Perstorpfs speciality chemicals business has achieved consistent growth; sales have increased by more than 10 per cent whilst EBITDA growth exceeded 17 per cent leading to a top class EBITDA margin in 2004 of 19 per cent.
Michael Rosenlew, Partner at IK said, gThis has been a good investment for IK, and yet another example of our dedication to building best-in-class companies and improving operational performance. We have worked alongside a strong and dedicated management team to focus the business, achieve operational excellence and grow the company organically and through selective strategic add-on acquisitions.h
Lennart Holm, CEO of Sydsvenska Kemi said, gPerstorp is the world leader in the segments we have chosen to focus on. The new functional oriented organisation that we have put in place together with IK allows us to focus and utilize our resources in a much more efficient and flexible way, increasing time spent on value creation for our customers. IK have solidly supported our strategy to become a leading niche player in our industry and we have throughout these years also worked closely together in the implementation of the improvement programmes. We are extremely pleased to be acquired by PAI partners which has a strong knowledge of our markets and a tradition for industrial approach. We trust that PAI will greatly help us implement our ambitious strategy to take the company to the next level.h
Bertrand Meunier, Senior Partner at PAI, commented, gWe are very excited with this transaction. Perstorp is a global leading company with an excellent team and a widely recognized technological edge. We fully support the companyfs growth strategy.h
PAI partnersf acquisition of SSK is subject to regulatory approvals and is currently expected to be completed before year-end 2005.
The completion of PAI partnersf acquisition of SSK will constitute a change of control over SSK which will entitle SSK and each holder of SSKfs listed debentures to call for the redemption of the debentures, in accordance with the terms and conditions for such debentures.
2008/6/13 Neste Oil
Neste Oil to build a NExBTL renewable diesel plant in Rotterdam
Neste Oil is to build an 800,000 t/a plant to produce NExBTL renewable diesel in Rotterdam in the Netherlands. Construction will start immediately and the facility is scheduled to be completed in 2011. Total cost of the investment is projected to be Euro670 million. Neste Oil announced its decision to go ahead with a similar-sized plant in Singapore in November 2007. Both plants are linked to Neste Oilfs goal of becoming the worldfs leading producer of renewable diesel fuel.
NExBTL renewable diesel is based on Neste Oilfs proprietary technology, which can use a wide range of raw materials. In its plant in Finland, the company currently uses a mix of palm oil, rapeseed oil, and animal fat to produce renewable diesel. Offering excellent product quality - even better than fossil diesel - NExBTL can be used in all diesel engines.
Neste Oil has a major R&D program under way to develop new renewable raw materials for fuel production, and is working towards a target of completely non-food raw material use by 2020. Neste Oil is cooperating with over 20 universities and research institutions globally as part of this program, which is divided into six areas, including non-food vegetable oil, wood-based materials, and algae.
NExBTL has excellent environmental properties. It offers 40-60% lower greenhouse gas emissions over its entire lifecycle compared to conventional fossil diesel. NExBTL also reduces tailpipe emissions and contributes to better air quality.
The plant is to be built in the Maasvlakten area in the western part of the Port of Rotterdam. Its location close to other chemicals plants will offer a number of synergy opportunities with other facilities. Nearby plants will supply Neste Oil with utilities.
gRotterdam is Europefs largest center of petroleum products and chemicals production, and offers a wide range of dedicated services, as well as port facilities ? all of which makes Rotterdam an ideal location for a NExBTL plant,h according to Neste Oilfs President & CEO Risto Rinne.
The plant will employ around 100 permanent employees when completed.
Working with the same partners
Neste Oil will work with the same key partners in Rotterdam that it selected for its project in Singapore. Technip Italy will act as the projectfs main contractor and Air Liquide will supply the hydrogen required by the process.