Esseco Industrial S.P.A. made an offer to acquire Ercros, S.A. for approximately ?350 million.
June 28, 2024
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Esseco Industrial S.P.A. made an offer to acquire Ercros, S.A. (BME:ECR) for approximately ?350 million on June 19, 2024. A cash consideration valued at ?3.84 per share will be paid by Esseco Industrial S.P.A. Under the terms, the compensation will be in cash and amounts to a maximum total of ?351.1 million. Esseco will promote talent retention and maintain Ercros' headquarters in Barcelona. The offer price has been calculated on the basis that if the target company makes any distribution of dividends, the offer price would be reduced by an amount equivalent to the gross amount per share of such distribution.
The offer is addressed to the entire share capital of Ercros and is subject to a minimum acceptance condition of 75% as well as to the customary administrative and governmental authorisations for this type of transactions, which will be described in detail in the prospectus that will be made available to shareholders upon completion of its processing by the Comisión Nacional del Mercado de Valores. As of June 28, 2024, the general meeting has approved all the resolution proposals presented by the board of directors of Ercros. The management body of the Bidder approved by unanimity of all its directors on 19 June 2024 launching the Offer, subject to obtaining the necessary financing commitments to ensure the Offeror?s full payment of the cash consideration. The board of directors and the management team of Ercros will continue to manage the Company's business diligently in the ordinary course of its activity, ensuring the corporate interest and with full respect for the obligations established by the applicable regulations, for which it has the advice from Evercore Partners International LLP, as financial advisor, and from Uría Menéndez Abogados, S.L.P., as legal advisor. Esseco has been advised by J.P. Morgan as financial advisor and Gianni & Origoni as well as Javier Carvajal, Javier Gómez and Teresa Méndez of Pérez-Llorca Abogados, S.L.P. as legal counsels.
Ercros SA is a Spain-based company engaged, together with its subsidiaries, in the chemical industry. The Companyâs products are structured into three business lines: Businesses Associated to Chlorine, which comprises the production of chlorine, ethyl acetate, caustic soda, sodium hypochlorite, dichloroethane, chloromethane, sodium chlorate and caustic potash, polyvinyl chloride (PCV), as well as water disinfectants; Intermediate Chemicals, which produces formaldehyde, glues and resins for the fiberboard and plywood industries, and Pharmaceuticals, which comprises raw material and intermediate products used in the pharmaceutical industry. The Company owns such subsidiaries as Marcoating SLU, Gades Ltd and Ercekol AIE, among others. In April 2014, it sold Fosfatos de Cartagena SLU to Timab Iberica.