Borealis AG made an offer to acquire 43.14% stake in Rosier S.A. (ENXTBR:ENGB) from Michel Limelette and others for €23.3 million on January 15, 2013. Borealis AG will offer €211.38 per share for shares it does not own. In a related transaction, Borealis AG made an offer to acquire 56.86% stake in Rosier S.A. (ENXTBR:ENGB) from Elf Aquitaine S.A. for €29.1 million on February 6, 2013. The transaction will be financed with the existing funds of Borealis. As of September 2, 2013, Borealis announced the opening of a mandatory public takeover bid for the remaining outstanding shares of Rosier. As a part of transaction, Borealis is also seeking to obtain a delisting of Rosier and will proceed with a squeeze-out if it obtains 95% or more of the Rosier shares by the end of the bid. The offer was approved by FSMA on August 27, 2013 and the Board of Directors approved the transaction on January 15, 2013. If the Borealis holds less than 90% of the shares of Rosier after the initial acceptance period, it reserves the right to reopen the offer, at its discretion. The initial offer period starts from September 2, 2013 to October 4, 2013. The period of mandatory reopening of the bid in case Borealis hold at least 90% will be October 14, 2013 to October 28, 2013. Borealis intends to pay the bid price on 11 October 2013.

As of October 25, 2013, the offer period has been postponed to November 4, 2013. ING België NV/SA acted as settlement agent for Borealis. KBC Securities acted as financial advisor for Rosier. Allen & Overy LLP acted as legal advisor and ING Bank N.V. acted as financial advisor for Borealis AG. Borealis intends to pay the bid price on 11 October 2013.


Borealis AG completed the offer to acquire 22.53% stake in Rosier S.A. (ENXTBR:ENGB) for €11.6 million on November 4, 2013. Pursuant to the closing of the offer, Borealis AG will own 0.198 million shares in Rosier S.A.