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Orkla ASA M&A Activity 2011

Jan 11, 2011

3703_rns_2011-01-11_31980442-14d1-4e66-a12a-f80a10efcb31.html

M&A Activity

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Stock exchange notification: Orkla sells Elkem to China National Bluestar

Orkla ASA has entered into an agreement to sell Elkem to the China National

Bluestar Group Co. Ltd. (BlueStar). The sales price is USD 2 billion[1]. The

agreement covers the Elkem Silicon Materials, Elkem Foundry Products, Elkem

Carbon and Elkem Solar divisions. Orkla will retain it's shares in Elkem Energi

AS, including the 85% interest in AS Saudefaldene. The purchase price for the

shares will be paid in cash, and represents an enterprise value to Orkla of

approximately NOK 12.5 billion.

"This transaction is in line with Orkla's strategy of a more focused portfolio

towards branded consumer goods and aluminium solutions, and a reduction of the

Group's exposure to the solar industry. In Bluestar, Elkem will have an owner

that represents a strong industrial culture with capital and market access to

further develop Elkem's businesses, including Elkem Solar's energy-efficient

process for manufacturing solar cell silicon," says Orkla President and CEO

Bjørn M. Wiggen.

Elkem is one of the world's leading companies in environment-friendly production

of metals and materials. Its main products are silicon, high-purity silicon for

the solar industry, special ferrosilicon alloys for the foundry industry, carbon

and microsilica.

Bluestar is a leading China-based international chemicals and new materials

company, with 2010 sales in excess of USD 6 billion and Head Office in Beijing.

The company is 80%-owned by the Chinese state-owned company ChemChina, with the

remaining 20% owned by the US private equity firm Blackstone Group. Since 2006

Bluestar has performed a number of international acquisitions, including Adisseo

and Rhodia's silicone business in France, and the Australian company Qenos.

Completion of the agreement is subject to, among other things, the buyer

obtaining the necessary approvals from the relevant competition authorities and

from the Ministry of Commerce and the State Administration of Foreign Exchange

in China, without conditions that will be unreasonably onerous for the

businesses or for the buyer. The purchase has already been approved by the

National Development and Reform Commission of China. The Norwegian Ministry of

Petroleum and Energy has to give the necessary consents to the transfer of Elkem

Energi AS to Orkla ASA, and to the establishment of a new power contract between

Elkem AS and AS Saudefaldene in order to fulfil conditions imposed by the

Norwegian Parliament (the Storting) relating to the use of power volumes in

Elkem's industrial operations.

The transaction is expected to be completed in the first half of 2011.

A press conference will be held at Orkla`s head office at Skøyen in Oslo, today

at 10.00 CET. The press conference will be webcasted at www.orkla.com.

[1] Before closing- and capital structure adjustments

Orkla ASA

Oslo, 11 January 2011

Contact persons:

Bjørn M. Wiggen, President and CEO, Orkla ASA, tel.: +47 22 54 45 38

Helge Aasen, CEO, Elkem AS and Elkem Solar AS, tel.: +47 22 45 01 43

Rune Helland, SVP Investor Relations, Orkla ASA, tel: +47 22 54 44 11

Johan Chr. Hovland, SVP Corporate Communication and Public Affairs, Orkla ASA,

tel.: +47 91 76 34 91

Further information regarding Elkem:

Elkem is one of the world's leading companies in environment-friendly production

of metals and materials. Its main products are silicon, high-purity silicon for

the solar industry, special ferrosilicon alloys for the foundry industry, carbon

and microsilica. The company has production plants in Europe, North America,

South America, South Africa and Asia, and an extensive network of sales offices

and agents in the most important markets. As of 31 December 2009, the Elkem

group had around 2,500 employees in Europe, North America, South America, Asia

and Africa.

The Board of Directors of Elkem consists of eight persons, six of whom are

elected by shareholders and two by the employees. Furthermore, the employee-

elected members have two deputies.

The Board members are:

Bjørn M. Wiggen (Chair), President and CEO, Orkla ASA

Terje Andersen, CFO, Orkla ASA

Kjell Sundsli, President, Orkla Asia Pacific

Pål Erik Jaren, Chief Risk Officer, Orkla ASA

Tuva Barnholt, SVP Sourcing and Purchasing, Borregaard

Tor Gule, CFO, Sapa

Tor Sortevik, employee representative

Einar Støfringshaug, employee representative and chief trade union

representative

Terje André Hanssen and Per Tronvoll are Board observers. The deputy members of

the Board consist of Marianne Færøyvik, Sissel Irene Mjøen, Knut Sande, Merete

Olaug Smestad Blom, Åke Ansgar Olsen and Heidi Feldborg.

Elkem's executive management consists of:

Helge Aasen, CEO Elkem and Elkem Solar

Morten Viga, CFO

Katja Lehland, SVP Human Resources

Inge Grubben-Strømnes, SVP Strategy and Business Development

Håvard I. Moe, SVP Technology and Projects

Kjell Ramsdal, SVP Elkem Silicon Materials

Jean Villeneuve, SVP Elkem Foundry Products

Asbjørn Søvik, SVP Elkem Carbon.

An incentive programme has been introduced in connection with the sale process.

In total, bonuses paid to the management team may amount to NOK 13 million.

Key figures from Elkem's income statement and balance sheet:

See attachment

This information is subject of the disclosure requirements acc. to §5-12 vphl

(Norwegian Securities Trading Act)

[HUG#1478639]