M&A Activity • Nov 30, 2015
M&A Activity
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SONAE INDÚSTRIA, SGPS, S.A. Publicly Traded Company Registered Office: Lugar do Espido, Via Norte, Maia Share Capital: € 812,107,574.17 Registered at the Commercial Registry of Maia Registration and Tax Nº 506 035 034
PRIVILEGED INFORMATION
Sonae Indústria, SGPS, S.A. ("Sonae Indústria") announces that it has entered into a strategic partnership agreement, with Inversiones Arauco Internacional, Limitada, a company belonging to Arauco group ("Arauco"). This agreement envisages the creation of a 50/50 joint-venture involving the existing European and South African wood based panels and related operations of Sonae Indústria, namely all its production facilities of wood based panels, chemicals and paper impregnation. The planned partnership will be consummated by Arauco subscribing an amount of 137.5 million Euros to a capital increase of Sonae Indústria's subsidiary Tableros de Fibras, S.A., that will be renamed "Sonae Arauco, S.A.".
Sonae Indústria and Arauco will also enter into a Shareholders' agreement that will establish the management rules and principles of this partnership.
This partnership excludes Sonae Indústria's operations in North America and the laminates and components business, which will continue to be fully owned by Sonae Indústria.
The envisaged combination of two strong, reputable and well-established companies in the sector will leverage on the strengths of each one to build a stronger company in the European and South African markets.
Sonae Indústria, SGPS, SA Lugar do Espido Via Norte Apartado 1096 4470-177 Maia Portugal Phone: (+351) 22 010 04 00 Fax: (+351) 22 010 04 36
Media Joana Castro Pereira Phone: (+351) 220 100 403 [email protected] Investor Relations António Castro / Sílvia Saraiva Phone: (+351) 220 100 655 [email protected]
www.sonaeindustria.com
The completion of this transaction is subject to certain conditions, namely (i) the clearance of the competent Competition Authorities; (ii) the execution of certain internal transactions to achieve the required business perimeter; and (iii) certain amendments to the existing debt facilities of Sonae Indústria group. The parties will work together with the aim of fulfilling these conditions in the first half of 2016.
Sonae Indústria is confident that this partnership reinforces its long term growth commitment in the wood based panels industry and will be recognized as a positive strategic development by all stakeholders of the company.
Maia, 30 November 2015
The Representative for Relations with Capital Markets and CMVM,
______________________________ (Christopher Lawrie)
With a total of 17 plants located in 5 countries on 3 continents, Sonae Indústria's main activities relate to manufacturing and selling of wood-based panels. Sonae Indústria maintains production facilities in Portugal, Spain, Germany, South Africa and Canada. Sonae Indústria produces (i) wood-based panels, including particleboard, fibreboards and OSB-panels, (ii) other woodbased products such as laminate flooring and components for the furniture and construction industry (iii) sawn timber, (iv) decorative laminates, (v) chemicals and (vi) impregnated paper. At the end of 2014 the company had 3,596 employees worldwide and a consolidated turnover of 1,015 million Euros.
Arauco is a forestry company that produces and manages renewable forest resources. Arauco maintains production facilities in Latin America, the United States and Canada, and has a worldwide sales presence. Arauco produces (i) woodpulp; (ii) panels, including plywood and fiberboard panels; and (iii) wood products consisting of sawn timber (green, kiln-dried lumber and flitches) and remanufactured wood products. . At the end of 2014 the company had over 13 thousand employees worldwide and a consolidated turnover of 5,329 million US Dollars.
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