Tessenderlo Chemie NV agreed to acquire Industrial Activities of Picanol NV for approximately €690 million.
December 15, 2015 at 11:00 pm EST
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Tessenderlo Chemie NV (ENXTBR:TESB) agreed to acquire Industrial Activities of Picanol NV (ENXTBR:PIC) for approximately €690 million in stock on December 16, 2015. Under the terms of the transaction, Tessenderlo Chemie will issue 25.76 million new shares for €31.5 per share. For this transaction, an ad hoc committee was formed within Picanol NV that consists of the independent directors under the lead of Jean-Pierre Dejaeghere. Upon completion, Picanol NV will remain listed and will change its name to Picanobel NV. Picanobel NV will hold 56.96% of the shares in Picanol Tessenderlo Group NV. Once the planned transaction has been finalized, all of Tessenderlo and Picanol's operational activities will be combined into one single listed company Picanol Tessenderlo Group NV (Euronext: TESB).
The boards of directors of Tessenderlo Group and Picanol Group believe that the planned transaction is in the interest of both companies and they unanimously support the deal. The transaction is subject to the approval of shareholders of Tessenderlo and the obtaining of a ruling of the Office for Rulings in Fiscal Matters concerning certain aspects of the transaction. The transaction is expected to close at the latest by the end of February 2016.
Alexis Meeus, Johan Verstraeten and Ben De Grève of Banque Degroof Petercam SA and KBC Securities NV acted as financial advisor, Stibbe B.V. Cvba acted as legal advisor and PwC Bedrijfsrevisoren BCVBA actes as accountant to Tessenderlo Chemie NV. Michael Van Eenoo, Frank Bayart, Jeroen Vermoesen and Orea Lika of ING corporate Finance acted as financial advisor, Freshfields Bruckhaus Deringer LLP acted as legal advisor and Deloitte Belgium acted as accountant to Picanol NV.
Tessenderlo Group nv is a diversified industrial group. Net sales break down by activity as follows:
- sale of agrochemicals (37.7%): crop nutrients (liquid sulfur fertilizers, solid and soluble potassium sulfate fertilizers, etc.) and crop protection products;
- sale of animal by-products (30.9%): animal fats and proteins, gelatins, collagen peptides, etc.;
- sale of industrial products (28.3%): plastic pipe systems, PVC profiles, performance chemicals (ferric chloride, caustic soda, sodium hypochlorite, hydrochloric acid, sodium sulphide, hydrogen sulphide, calcium chloride, etc.), electrolysis products, specialty chemicals, etc. for the water treatment and transportation, construction, mining, food processing, oil and gas industries, etc.;
- power generation (3.1%).
Net sales are distributed geographically as follows: Belgium (9.1%), France (16.5%), the Netherlands (10.2%), the United Kingdom (4.9%), Spain (3.5%), Germany (3%), Poland (1.5%), Europe (6%), the United States (28.8%), Mexico (3.2%), China (0.7%) and other (12.6%).
TESSENDERLO GROUP NV 
