PCC SE is not planning a tender offer for Oltchim

ŞTEFANIA CIOCÎRLAN (Translated by Cosmin Ghidoveanu)
Ziarul BURSA #English Section / 22 iunie 2011

PCC SE is not planning to launch a tender offer for the shares of "Oltchim" Râmnicu Vâlcea (OLT), at least for the time being. On the other hand, the company is interested in participating in the privatization of the plant, the representative of PCC for Romania said for BURSA.

The statement comes as PCC SE announced on Monday evening, that it is acting in concert with investment fund Carlson Ventures, and that together they hold about 31% of the share capital of the plant.

Capital market legislation stipulates that shareholders of a company that are acting in concert are required to make a tender offer when they reach the 33% threshold, but PCC SE could have announced a tender even though it is below this threshold, if it wanted to.

"We don"t intend to announce a tender offer at this time, given the fact that the privatization process has been announced. We think that the best solution is to participate in a legal and transparent privatization process", said Wojciech Zaremba, who added: "The fact that PCC SE, as a strategic investor has the support of a financial investor such as Carlson represents a positive signal for the market and for the future of Oltchim. At this time, our goal is to prepare for the privatization process and to draw up a restructuring and development plan for Oltchim".

Mr. Zaremba avoided saying whether PCC SE was interested in buying more shares of Oltchim in order to reach the 33% holding threshold.

Prior to the announcement of Monday night, there was speculation in the market that PCC SE and Carlson Ventures may be acting in concert. A few weeks ago, the Romanian National Securities Commission asked Carlson Ventures to state whether or not they were acting in concert with PCC SE, but the company gave a negative answer.

The two minority shareholders announced that they have signed a memorandum on June 17th, and they have agreed to vote the same way in every matter discussed in the General Shareholder Meetings, of "Oltchim", and to participate together in the privatization process.

Two days prior to PCC SE and Carlson Ventures signing the cooperation agreement, Constantin Roibu, the president and CEO of "Oltchim", hinted that the two shareholders "were working together" and that, the moment they would control 33%, there would be a tender offer, which would be made either by both of them together or by PCC by itself after it had acquired the stake of Carlson in Oltchim".

Constantin Roibu also said that the two minority shareholders "will attempt through this action to block the share capital increase that the state intends to operate in Oltchim, and in this manner, PCC will complete its strategy to destroy the company and to lower its activity and value".

When asked on the significance of the fact that PCC SE and Carlson Ventures hold 31% of "Oltchim", Wojciech Zaremba hinted that he expects the Government to treat them as a powerful consortium which has real plans with Oltchim: "In the current circumstances, we hope that the Romanian government will treat the coalition between PCC SE and Carlson as a serious and powerful investor consortium which has real plans for Oltchim and for its future. We await with a lot of interest the beginning of a constructive dialog with the majority shareholder, the Ministry of the Economy".

Shares of OLT fell 4.68%, from 1.16 lei/share, whereas one week ago, they would post rises of 15% per session.

Carlson Private Equity and PCC SE issued a joint press release in which they announced that the British investment fund has agreed to the strategy of PCC SE for Oltchim.

"Judging from the expertise that Carlson has as an investor in distressed companies, the only viable option for Oltchim is a quick and thorough restructuring process", the press release states.

Carlson has decided to back the strategy and business plan presented by PCC SE, which includes investments in Oltchim, focused on products which can prove themselves profitable, such as polyols, OXO alcohols and sodium hydroxide, the officials of the two companies said.

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