Auriga Industries A/S, Harboøre, Denmark, 2015-04-21 09:58 CEST (GLOBE NEWSWIRE) --
Company announcement no. 5/2015
April 21, 2015
Auriga completes divestment of Cheminova to FMC Corporation
Today, Auriga Industries A/S has sold its wholly owned subsidiary Cheminova A/S to FMC Corporation against payment of a cash purchase price of DKK 8,516,338,229 .
Monday, September 8, 2014, Auriga Industries A/S (“Auriga”) entered into a conditional share purchase agreement with FMC Corporation regarding the sale of Cheminova A/S, CVR no. 12 76 00 43 (“Cheminova”), a wholly owned subsidiary of Auriga. Reference is made to company announcement no. 12/2014 of September 8, 2014.
Closing of the transaction was subject to customary conditions including approval by relevant competition authorities and approval by Auriga’s shareholders.
On October 7, 2014, the divestment of Cheminova was approved by 99.88 % of the votes cast and 99.89 % of the share capital represented at an extraordinary general meeting of Auriga. Reference is made to company announcement no. 14/2014 of October 7, 2014.
On April 2, 2015, clearance from all relevant competition authorities was obtained. Reference is made to company announcement no. 3/2015 of April 2, 2015.
As all closing conditions have now been fulfilled, Auriga can announce that as of this date, the divestment of Cheminova to FMC has been completed against payment of a purchase price of DKK 8,516,338,229 in cash, corresponding to the previously announced purchase price less transaction related costs agreed to be carried by Auriga.
Distribution of extraordinary dividends
As previously announced, the Board of Directors intends to distribute all excess cash proceeds from the divestment to Auriga’s shareholders as quickly as possible following closing. Therefore, Auriga intends to distribute a total amount of DKK 8,236,500,000 to Auriga’s shareholders, equivalent to DKK 323 per share, as an extraordinary dividend, subject to approval on the general meeting on April 30, 2015.
The amount corresponds to the expected proceeds from the sale less transaction costs, payment of the company’s debt and costs for winding down activities in the company. Any remaining amount, expected to be around DKK 2 per share, will be distributed at a later stage.
The final amount of the distribution may be adjusted, for example if one or more of the proposals under the agenda items 9.2-9.4 in the notice to convene the Annual General Meeting are adopted, or if unexpected events occur before the date of distribution.
Since the signing of the sale agreement in September 2014, the Board of Directors has investigated the options for distribution of the proceeds from the divestment. Based on the response from the Danish tax authorities, the Board of Directors has decided to distribute the proceeds as extraordinary dividends with expected payment during June 2015. Accordingly, shareholders who might wish to dispose their shares before the distribution have a period of minimum four weeks after the general meeting to carry out any such sale.
In order to complete the distribution, the Board of Directors has submitted proposals for adoption by the general meeting for an authorization to distribute extraordinary dividends and a reduction of the share capital by transfer of the share capital to distributable reserves, which may be distributed to the shareholders. Reference is made to Auriga’s notice to convene the Annual General Meeting in company announcement no. 4/2015 of April 8, 2015.
Change in the Board of Directors and the Board of Executives
As a consequence of closing of the transaction, the employee elected board members Kapil Kumar Saini, Peder Munk Sørensen and Jørn Sand Tofting will leave Auriga’s Board of Directors, which now consists of Chairman Jens Due Olsen, Deputy Chairman Torben Svejgård, Lars Hvidtfeldt, Jørgen Jensen, Karl Anker Jørgensen and Jutta af Rosenborg. No new employee representatives will be elected because of the size of Auriga.
At the same time CEO Jaime Gómez-Arnau has left Auriga’s Executive Board, now consisting of René Schneider, who has been appointed CEO.
Visit www.auriga-industries.com to learn more about Auriga.
AURIGA INDUSTRIES A/S
Jens Due Olsen
Chairman of the Board of Directors
Mobile: +45 40 82 88 04
René Schneider
Chief Executive Officer (CEO)
Mobile: +45 40 80 99 50
Lene Faurskov
Manager, Investor Relations
Mobile: +45 41 64 05 04
