Reports to the Stock Exchange
Acquisition formation of a new joint Venture Company to business of Trevira GmbH
Acquisition and disposition of assets
President
The Stock Exchange of Thailand
Subject: Formation of a New Joint Venture Company to Acquire the Polyester
Staple Fiber and Specialty Filament Businesses of Trevira GmbH
Attachment: Information Memorandum Relating to the Acquisition of Business of
Trevira GmbH in Germany and Poland (Schedule I)
The Board of Directors Meeting of Indorama Ventures Public Company Limited (the
"Company") at their meeting No. 9/2010 held on 16 December 2010, has approved
the 75% acquisition of the Polyester Staple Fiber, Specialty Filament business
of Trevira GmbH having operations in Germany and Poland. The remaining 25% will
be held by Sinterama S.p.A., Italy (the "JV Partner"). The acquisition of the
100% shares in Trevira GmbH will be done through a new Joint Venture Company.
In this regard the Company and the JV Partner has signed a definitive Share
Purchase Agreement on 4 February 2011 with the seller, the details of which
appear in Information Memorandum Relating to the Acquisition of Businesses by
Indorama Ventures Public Company Limited (Schedule I) attached herewith.
The formation of the new JV Company and the transaction are expected to be
completed by Q2, 2011. We will keep you posted on completion.
The JV Partner, Sinterama S.p.A. is a privately holding company of a group which
is among the world leaders in the Polyester Specialties Filament business.
Headquartered is in Biella, in Northern Italy, it has a global presence and
operates through 6 manufacturing plants worldwide, located in Italy, UK, Brazil,
Turkey and China.
Trevira GmbH is a fully integrated Polyester Fiber Company in Europe with a
capacity of 120,000 tonnes per annum of Staple Fiber and Filament Yarn at its
manufacturing locations in Germany and Poland.
Trevira GmbH is the market leader in Europe in high value applications of
polyester, especially in automotive and home textiles. Trevira is a widely known
and well-recognized brand both amongst customers and producers of synthetic
fabrics. The company has several valuable patents and technologies together with
a strong R&D setup with substantial accumulated research knowledge. Trevira's
knowledge base developed over a period of time will be complementary to
Indorama. The synergy will provide comprehensive and innovative solutions for
apparel and industrial applications of polyester to customers worldwide.
This transaction size is 5.78 percent (on 75% basis) under the criteria of the
net tangible assets compared with the net tangible assets of the Company.
Kindly note that the previous transaction size for the acquisition of PET and
Polyester Filament Yarn Businesses from SK Chemicals in Poland and Indonesia was
11.07 percent under the criteria of the net tangible assets compared with the
net tangible assets of the Company.
Therefore, the value of the above combined acquisition, calculated in accordance
with the regulation of the Capital Market Supervisory Board and the Stock
Exchange of Thailand, is more than 15 percent but lower than 50 percent as
prescribed by the regulation of the Stock Exchange of Thailand Re: Disclosure of
Information and Other Acts of Listed Companies Concerning the Acquisition and
Disposition of Assets, 2004 (as amended) and hence the submission of Schedule I
for Trevira GmbH.
______________________________________________________________________
President
The Stock Exchange of Thailand
Subject: Formation of a New Joint Venture Company to Acquire the Polyester
Staple Fiber and Specialty Filament Businesses of Trevira GmbH
Attachment: Information Memorandum Relating to the Acquisition of Business of
Trevira GmbH in Germany and Poland (Schedule I)
The Board of Directors Meeting of Indorama Ventures Public Company Limited (the
"Company") at their meeting No. 9/2010 held on 16 December 2010, has approved
the 75% acquisition of the Polyester Staple Fiber, Specialty Filament business
of Trevira GmbH having operations in Germany and Poland. The remaining 25% will
be held by Sinterama S.p.A., Italy (the "JV Partner"). The acquisition of the
100% shares in Trevira GmbH will be done through a new Joint Venture Company.
In this regard the Company and the JV Partner has signed a definitive Share
Purchase Agreement on 4 February 2011 with the seller, the details of which
appear in Information Memorandum Relating to the Acquisition of Businesses by
Indorama Ventures Public Company Limited (Schedule I) attached herewith.
The formation of the new JV Company and the transaction are expected to be
completed by Q2, 2011. We will keep you posted on completion.
The JV Partner, Sinterama S.p.A. is a privately holding company of a group which
is among the world leaders in the Polyester Specialties Filament business.
Headquartered is in Biella, in Northern Italy, it has a global presence and
operates through 6 manufacturing plants worldwide, located in Italy, UK, Brazil,
Turkey and China.
Trevira GmbH is a fully integrated Polyester Fiber Company in Europe with a
capacity of 120,000 tonnes per annum of Staple Fiber and Filament Yarn at its
manufacturing locations in Germany and Poland.
Trevira GmbH is the market leader in Europe in high value applications of
polyester, especially in automotive and home textiles. Trevira is a widely known
and well-recognized brand both amongst customers and producers of synthetic
fabrics. The company has several valuable patents and technologies together with
a strong R&D setup with substantial accumulated research knowledge. Trevira's
knowledge base developed over a period of time will be complementary to
Indorama. The synergy will provide comprehensive and innovative solutions for
apparel and industrial applications of polyester to customers worldwide.
This transaction size is 5.78 percent (on 75% basis) under the criteria of the
net tangible assets compared with the net tangible assets of the Company.
Kindly note that the previous transaction size for the acquisition of PET and
Polyester Filament Yarn Businesses from SK Chemicals in Poland and Indonesia was
11.07 percent under the criteria of the net tangible assets compared with the
net tangible assets of the Company.
Therefore, the value of the above combined acquisition, calculated in accordance
with the regulation of the Capital Market Supervisory Board and the Stock
Exchange of Thailand, is more than 15 percent but lower than 50 percent as
prescribed by the regulation of the Stock Exchange of Thailand Re: Disclosure of
Information and Other Acts of Listed Companies Concerning the Acquisition and
Disposition of Assets, 2004 (as amended) and hence the submission of Schedule I
for Trevira GmbH.
______________________________________________________________________