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Axens files proposal to acquire Heurtey Petrochem Group

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Hydrocarbon Engineering,

Axens has filed a voluntary takeover bid proposal with the AMF (French capital markets authority) to acquire the shares of Heurtey Petrochem. Axens is a wholly-owned subsidiary of IFP Energies Nouvelles (IFPEN). It is partnering with the IFP Investissements, also a wholly-owned subsidiary of IFPEN, which already holds 36% of the share capital and 35.56% of the voting rights of Heurtey Petrochem.

The bid proposal concerns the acquisition of all non-Partnership held shares of Heurtey Petrochem at a price of €23 to be settled in cash. The proposed price represents a 26.1% premium over the closing share price as of 10 October (€18.24) and a 32.6% premium over the per share volume-weighted average price over the last three months.

If the shares held by Heurtey Petrochem shareholders, other than the partnership, do not represent more than 5% of the share capital or the voting rights of Heurtey Petrochem following the Bid, Axens will seek the enforcement of a squeeze-out for the shares not owned by the Partnership and an additional €1 per share will be paid out by Axens to the Heurtey Petrochem shareholders who tender their shares in the Bid, resulting in a total price per share of €24 (representing a premium of 31.6% over the closing share price as of 10 October (€18.24) and a 38.4% premium over the per share volume-weighted average price over the last three months.

The bid proposal was approved on 11 October 2016 by the board of directors of both IFPEN and Axens. The board of directors of Heurtey Petrochem is expected to issue a statement today regarding the bid and to name an independent expert to assess the fairness of the terms of the bid.

The bid proposal will be submitted for approval by the AMF, which evaluates its compliance with legislative provisions and applicable regulations.

Subject to a positive outcome for the bid, the merger between Axens and Heurtey Petrochem will produce a prime technological industrial group specialising in clean fuels and eco-efficient procedures, right at the heart of energy transition. It will be present in the refining and petrochemical segments, as well as processing of natural gas, biofuels and renewable chemical intermediates. The new group will offer a wider range of products across the entire value chain, sales of processes, catalysts and adsorbents including sales of furnaces, EPC technological modules and solutions, as well as providing consulting services for operators.

Lastly, the merger between Axens and Heurtey Petrochem will help boost both companies’ international presence. Indeed, both entities boast sales forces and/or production means (catalysts production plants for Axens, furnaces and modules production units for Heurtey Petrochem) in many regions (the Americas, India, China, the Middle East, Eastern Europe, Russia, etc).

Following the bid (subject to a positive outcome), IFP Investissements undertakes to hand over to Axens all the securities held in the share capital of Heurtey Petrochem, representing 36% of the share capital and 35.36% of the company’s voting rights. This contribution will be conducted as per the provisions of the contribution-in-kind procedure of articles L. 225-147 et seq. of the French Commerce Code. The shares of Heurtey Petrochem owned by IFP Investissements will be contributed to Axens at their unit value as provided in the Offer.

Furthermore, IFP Investissements also intends to contribute 50% of the Eurecat securities it currently holds to Axens, as part of a contribution-in-kind procedure, enabling the company to secure its market position for services associated with catalysts sales (comprehensive new and regenerated catalysts offer).

Axens is being advised by Crédit Agricole Corporate and Investment Bank and Détroyat Associés for the financial aspects; and Vivien & Associés for the legal aspects. Crédit Agricole Corporate and Investment Bank is also present as the only sponsoring bank and guarantor of the bid. Nabarro & Hinge and Détroyat Associés advised Axens in connection with financing the operation in the capacity of legal and financial counsel respectively.

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