PTT Global Chemical Public Company Limited (PTTGC) stated that on July 1, 2021, the Board of Directors of PTTGC International (Netherlands) B.V. (GC Inter B.V.), the wholly own subsidiary of PTTGC, approved two of the following transactions;
Transaction 1: a) the ordinary shares in Allnex Holding GmbH (Target Group) from Allnex Holdings S.à.r.l equivalent to 100 percent of the total shares of the Target Group at EURO 3,575.9 million or equivalent to approximately Baht 132,608 million, and b) the existing Seller Shareholder Loan provided by Allnex S.à.r.l to the Target Group of EURO 426.3 million or equivalent to approximately Baht 15,809 million.
Transaction 2: the preferred shares in Allnex Holding Germany II GmbH (Holding II) which is part of the Target Group from WP INVEST GMBH(WP Invest) equivalent to 6 percent of the total shares of Holding II at EURO 1,744 or equivalent to approximate Baht 64,673 whereby Allnex Holdings S.à.r.l and Allnex S.à.r.l (the Sellers) procure the transfer of shares from WP Invest to GC Inter B.V.
The Sellers are funds advised by Advent International. Both Transaction 1 and Transaction 2 collectively referred to as “the Transactions”.
The Transactions shall be executed under the same Shares Purchase Agreement which has been signed on July 10, 2021. The total consideration of the Transactions is EURO 4,002.2 million or equivalent to approximately Baht 148,417 million (at Baht 37.0836 per EURO1). The final price may be adjusted depending on the actual period from the signing of the Shares Purchase Agreement and the Closing Date which is anticipated to be at the end of December 2021.
The acquisition of the Target Group highly fits to the company group’s growth strategy with the aim to diversify the company group’s business toward specialties arena, specifically to increase profit contribution from and capture growth opportunities in High Value Business (HVB), which matches the global megatrend.
The Target Group who is a global leader in specialty coating resins and crosslinkers business can serve as a future growth platform of the company group to further build its position in HVB business at the global level.
PTTGC stated that the company shall provide financial support to GC Inter B.V. to consummate the Transactions by means of (i) increasing the registered capital and/or (ii) providing direct or indirect shareholder loans.
The company’s source of fund will be from the company’s cash on hand and the company has the funding capacity from the shareholder loan from PTT Public Company Limited (PTT Shareholder Loan) and loan from financial institutions, whereby the liquidity of the company shall remain healthy with sufficient cash flow for the operation of other business of the company after providing the financial support to GC Inter B.V.