Mexichem S.A.B. de C.V. and Wavin N.V. jointly announce they have reached a conditional agreement in connection with a public cash offer by Mexichem for all issued and outstanding ordinary shares of Wavin at an offer price of € 10.50 for each Wavin ordinary share (the "Offer"). The offer price represents a 177% premium to Wavin's closing share price as at 18 November 2011, and a 97% premium to Wavin's average closing price for the three months up to and including 18 November 2011, respectively. The Offer values 100% of the issued and outstanding shares of Wavin at approximately € 531 mln. The combination of Mexichem and Wavin will create the global leader (€ 4.0 bln annual sales) in plastic pipe systems and solutions, building on a combined history of innovation and a commitment to client servicing. The companies will capitalise on a strong complementary fit in geography, product portfolio, R&D and business lines and together will be better equipped for future growth from consolidation and expansion into new markets.
Ricardo Gutiérez Muñoz, President of Executive Committee, Mexichem said, "A combination between Mexichem and Wavin represents an important step for both of our companies in creating the leading global operator in the plastic pipe systems industry. The geographic footprint and product portfolio of Wavin and Mexichem are highly complementary and together we will be exceptionally positioned to capitalise on growth opportunities. We welcome Wavin to the Mexichem group and are excited about the opportunity of working with the Wavin management team."
The Wavin employees will become part of a global leader in the plastic pipe systems and solutions industry which will capitalise on the strong brands of both companies. The Wavin employee consultation structure, the existing rights and benefits of Wavin employees and existing pension rights will remain unchanged. There will be no reduction of the number of employees as a consequence of the Transaction. Wavin will retain a separate operating and legal structure with headquarters in Zwolle, the Netherlands. Wavin's brand will be retained and Wavin's R&D innovation centre will be kept in Dedemsvaart, the Netherlands. The business of the Wavin Group will be kept intact and the corporate identity, culture and commitment to sustainable development will be maintained. Mexichem will support Wavin with the realisation of the Wavin 2015 Strategy Plan.
The deal is subject to approvals by relevant authorities and competition clearances. Mexichem will hold an EGM in March to obtain shareholder approval while Wavin will hold an informative EGM before closing of the offer period.