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Befesa S.A.: Befesa hat endgültige Vereinbarungen zur Übernahme von American Zinc Recycling Corp. für einen Kaufpreis von 450 Mio. USD unterzeichnet
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DGAP-Ad-hoc: Befesa S.A. / Schlagwort(e): Firmenübernahme/Kapitalerhöhung
Befesa S.A.: Befesa hat endgültige Vereinbarungen zur Übernahme von American
Zinc Recycling Corp. für einen Kaufpreis von 450 Mio. USD unterzeichnet
16.06.2021 / 17:52 CET/CEST
Veröffentlichung einer Insiderinformation nach Artikel 17 der Verordnung
(EU) Nr. 596/2014, übermittelt durch DGAP - ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO
OR WITHIN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Disclosure of inside information according to Article 17 para. 1 of the
Regulation (EU) No. 596/2014
* Befesa has signed definitive agreements for the acquisition of American
Zinc Recycling Corp. for a purchase price of USD 450 million
* Acquisition funded by capital increase from existing authorized capital
and pre-approved term loan B add-on, maintaining Befesa's leverage ratio
and continued financial strength
* Offering up to c. 5.9 million shares to institutional investors by way
of an accelerated book building process commencing immediately
* Transaction expected to close in Q3 2021
Befesa S.A. ("Befesa") has signed definitive agreements with American Zinc
Recycling LLC and Zinc Holdings USA LLC ("Sellers") to acquire all shares in
U.S.-based company American Zinc Recycling Corp. ("AZR") for a purchase
price of USD 450 million (subject to customary adjustments). Through the
acquisition of AZR, Befesa will become a global leader in EAFD recycling
with a balanced footprint across Europe, Asia and the US with 12 facilities
offering c. 1.7 million tonnes of steel dust processing capacity per year.
As part of the agreements, Befesa will also acquire a minority stake of 6.9%
of the equity interests in American Zinc Products LLC ("AZP"), AZR's zinc
refining subsidiary, for USD 10 million with the option to acquire the
remaining 93.1% of the equity interests in AZP for a consideration of USD
135 million (subject to customary adjustments), plus an additional earn out
in an amount of up to USD 29 million. The Sellers have a corresponding put
option against Befesa. Befesa will also assume, in line with its ownership
stake in AZP, a portion of a loan of USD 50 million from the Sellers in
connection with the acquisition of AZP. The acquisition of the remaining
93.1% in AZP and the potential earn out payment depend on the fulfilment of
certain operational and financial milestones by AZP prior to 31 December
2023. The milestone consideration as well as the earn out will be payable in
cash or Befesa ordinary shares at the option of the Sellers.
The closing of the transaction is anticipated for Q3 2021, subject to
antitrust approval and other customary closing conditions.
The acquisition will be financed through a capital increase and a
pre-approved term loan B (TLB) add-on of EUR 90 million, maintaining
Befesa's leverage ratio at similar levels post acquisition. For this
purpose, the board of directors of Befesa ("Board of Directors") today
resolved on a capital increase against cash contributions through partial
utilization of its existing authorized capital under the exclusion of
shareholders' subscription rights from EUR 94,575,646.35 by up to EUR
16,471,948.79 to up to EUR 111,047,595.14 ("Capital Increase") by issuing up
to 5,933,293 new ordinary shares without nominal value ("New Shares"). The
New Shares will carry dividend rights as from 1 January 2020 excluding the
right to participate in the interim dividend which was paid on 4 December
2020 from available reserves.
The New Shares will be offered for sale exclusively to institutional
investors in a private placement by way of an accelerated book building
process. The private placement will commence immediately after the
publication of this notification. The Board of Directors will determine and
thereafter announce the final number of New Shares and the placement price
following the conclusion of the accelerated book building process. Befesa
has agreed to a six-months lock-up period following the private placement
with market-customary exceptions.
The New Shares are to be included in the existing listing of Befesa's shares
in the sub-segment of the regulated market with additional post-admission
obligations (Prime Standard) of the Frankfurt Stock Exchange without a
prospectus. Admission of the New Shares to trading is expected on 18 June
2021, trading of the New Shares is expected to commence on 21 June 2021. The
delivery of the New Shares is scheduled for 21 June 2021.
Citigroup is acting as global coordinator and sole bookrunner for the
private placement of the New Shares.
The dividend per Befesa share to be resolved upon in the upcoming annual
general meeting on 30 June 2021 ("AGM") will remain unchanged at EUR 1.17
per share, leading to a slight increase in the total proposed dividend out
of the share premium in the amount of up to EUR 6,941,953 to a total
proposed dividend of up to EUR 46,799,998.
Contact:
Investor Relations
Rafael Pérez
Director of Investor Relations & Strategy
Email: irbefesa@befesa.com
Phone: +49 2102 1001 0
About Befesa
Befesa is a leading player in the circular economy, providing environmental,
regulated services to the steel and aluminium industries with facilities
located in Germany, Spain, Sweden, France, as well as in Turkey, South Korea
and China. Through its two business units, Steel Dust and Aluminium Salt
Slags recycling services, which are a critical part of the circular economy,
Befesa manages and recycles around 1.5 million tonnes of residues annually,
with a production of around 1.3 million tonnes of new materials, which
Befesa reintroduces in the market, reducing the consumption of natural
resources. Further information is available on the Company's website:
www.befesa.com
Disclaimer
This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person
in Australia, Canada, Japan, or the United States of America ("United States"
or "U.S.") or in any jurisdiction to whom or in which such offer or
solicitation is unlawful.
The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended ("Securities Act"), and
may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. persons, absent such registration, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. The securities referred to herein are
being offered only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act and
outside the United States, only to certain non-U.S. investors pursuant to
Regulation S. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in Australia, Canada or Japan or to, or
for the account or benefit of, any national, resident or citizen of
Australia, Canada or Japan. The offer and sale of the securities referred to
herein has not been and will not be registered under the applicable
securities laws of Australia, Canada or Japan. There will be no public offer
of the securities in the United States.
In member states of the European Economic Area ("EEA"), any offer of the
securities referred to herein will only be made pursuant to an exemption
under Regulation (EU) 2017/1129, as amended ("Prospectus Regulation"), from
the requirement to publish a prospectus for offers of securities. Befesa has
not authorized, nor does it authorize, the making of any offer of securities
in circumstances in which an obligation arises for Befesa or any other
person to publish or supplement a prospectus for such offer.
This announcement is directed at and/or for distribution only to persons who
(i) are outside the United Kingdom; (ii) who have professional experience in
matters relating to investments falling within article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order"), (iii) are high net worth entities falling within article
49(2)(a) to (d) of the Order; or (iv) other persons to whom it may otherwise
be lawfully communicated (all such persons together being referred to as
"Relevant
Persons"). This announcement is directed only at Relevant Persons. Any
person who is not a Relevant Person should not act or rely on this
announcement or any of its contents. Any investment or investment activity
to which this announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
This announcement has been prepared on the basis that any offer of the
securities referred to herein in the United Kingdom will only be made
pursuant to an exemption under Section 86 of the Financial Services and
Markets Act 2000 from the requirement to publish a prospectus for offers of
securities. Befesa has not authorized, nor does it authorize, the making of
any offer of securities in circumstances in which an obligation arises for
Befesa or any other person to publish or supplement a prospectus for such
offer.
This announcement may contain estimates, opinions, projections and other
forward-looking statements that are, by their nature, subject to various
risks and uncertainties. Future results could differ materially from those
described in these forward-looking statements due to certain factors, e.g.
impacts of COVID-19, changes in business, economic and competitive
conditions, regulatory reforms, results of clinical trials, foreign exchange
rate fluctuations, uncertainties in litigation or investigative proceedings,
and the availability of financing. Any forward-looking statements only speak
as of the date of this announcement and it is up to the recipients to make
its own assessment of the validity of any forward-looking statement and
assumptions. Befesa does not undertake any responsibility to update the
forward-looking statements in this announcement and assumes no liability
whatsoever in respect of the achievement of such forward-looking statements.
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Sprache: Deutsch
Unternehmen: Befesa S.A.
46 Boulevard Grande-Duchesse Charlotte
1330 Luxembourg
Luxemburg
E-Mail: irbefesa@befesa.com
Internet: www.befesa.com
ISIN: LU1704650164
WKN: A2H5Z1
Indizes: SDAX
Börsen: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
München, Stuttgart, Tradegate Exchange; London
EQS News ID: 1208839
Ende der Mitteilung DGAP News-Service
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1208839 16.06.2021 CET/CEST
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Quelle: dpa-AFX
