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UPDATE 1-Poland moves to merge chemical makers, fend off rivals

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Fri Jul 13, 2012 2:23pm EDT

* Poland's Tarnow launches bid for state-owned rival Pulawy

* Tarnow offers 110 zlotys per share of Pulawy

* Move to fend off bids from Acron, Synthos

WARSZAWA, July 13 (Reuters) - Poland's state-controlled top fertiliser producer Azoty Tarnow launched a takeover bid for its state-owned rival Pulawy on Friday, in a move aimed at fending off bids from private competitors and consolidating the sector.

Tarnow said it offered to pay 110 zlotys ($32.10) per share for 32 percent of shares of Pulawy, or 6 percent above Friday's closing price, valuing the whole company at 2.10 billion zlotys ($612.81 million).

Tarnow added that if the bid succeeded, it would offer 2.5 of its new shares for each share of Pulawy to the shareholders of Pulawy.

Poland's treasury ministry, which oversees state assets and holds 32 percent of Tarnow and 51 percent of Pulawy, said it supported Tarnow's bid and its eventual merger with Pulawy.

The bid and the potential share swap are also likely to hamper Russian chemicals maker Acron bid for Tarnow .

"We have a chance to create a European player in the chemical sector," Treasury Minister Mikolaj Budzanowski said in a statement.

"The newly created company (after the merger) will have a chance to enter the WIG20 index. It would also become Europe's second largest fertiliser producer," he said.

Tarnow's offer is higher than that of Polish privately held synthetic rubber producer Synthos that launched a 1.96 billion zloty ($578 million) offer for Pulawy in June.

Tarnow's shareholders will decide on Saturday whether to approve a share issue plan that would give Tarnow the option to raise its share capital by up to 75 percent within three years, watering down existing shareholders. ($1 = 3.4268 Polish zlotys) (Reporting by Marcin Goettig; editing by Gunna Dickson)

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