Total SA Receives Offer From Borealis To Acquire GPN S.A And Rosier S.A

Total SA announced that it has received a firm offer from Borealis to acquire GPN S.A., a wholly owned Total affiliate that is France`s nitrogen fertilizer manufacturer. The Group has granted Borealis the exclusive right to pursue the offer. In light of the quality of the Borealis` offer, Total has decided to present it, as well as Borealis` offer to acquire Total`s 56.86% interest in Belgium`s Rosier S.A., listed on NYSE Euronext Brussels, to the employee representatives concerned, as part of the information and consultation procedures. Borealis` offer does not concern Grande Paroisse S.A. and Total will retain all obligations and liabilities related to that company`s former operations, in particular those arising from the AZF site in Toulouse, France. The proposed acquisition of Rosier shares will furthermore only be completed if Borealis simultaneously acquires all outstanding shares of France`s GPN. In the event Borealis acquires the 56.86% interest in Rosier, it will be required to launch a mandatory public takeover bid for the remaining outstanding shares. will under such a bid offer a price of EUR 211.38 per Rosier share, coupons n 27 and following attached. Borealis has informed Total that it intends to proceed with a squeeze-out if it obtains 95% or more of the Rosier shares by the end of the bid. Borealis has informed Total that it intends to proceed with a squeeze-out if it obtains 95% or more of the Rosier shares by the end of the bid.