18.01.2017,
5910 Zeichen
Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution. The
issuer is solely responsible for the content of this announcement.
Joint Ventures/Cooperation/Collaboration
18.01.2017
* Semperit will take over the joint Sempermed distribution company in the USA
as well as production companies of the Industrial Sector in China
* Sri Trang will take over the joint glove production in Thailand
* The Semperflex joint venture in Thailand will be continued
* Semperit will receive a compensation payment amounting to USD 167.5 million
(approx. EUR 157 million) before taxes
* Together with the demerger, there will be a settlement of the arbitration
proceedings and the legal disputes by mutual agreement
* There will be negative special effects of approx. EUR 30 to 40 million in the
consolidated financial statement of 2016
* There will be positive special effects of approx. EUR 100 to 115 million at
closing in 2017
The Austrian Semperit Group ("Semperit") and the Thai Sri Trang-Agro Industry
Public Co Ltd Group ("Sri Trang") have agreed on the termination of almost all
joint business activities. An appropriate agreement was signed today. It
provides for the takeover of the joint distribution company in the USA
(Sempermed USA) by Semperit. In addition, Semperit will take over the previous
Sempermed joint venture companies in Singapore, China and Brazil as well as the
majority interest in the Malaysian Formtech (producer of ceramic moulds for the
glove production). The Sempermed brands will continue to be owned solely by
Semperit.
Sri Trang will take over the glove production of Siam Sempermed Corporation Ltd
(SSC) in Thailand, which has been operated jointly to date.
In the Industrial Sector, Semperit will fully take over Semperflex Shanghai
with a hydraulic hose production site in China. With regard to the Semperform
business activities in China, Semperit will increase its share from 90% to
100%. In Thailand, the joint venture Semperflex Asia (SAC) will be continued.
Here, Semperit on the one hand and Sri Trang together with further partners on
the other hand each hold an unchanged share of 50% of the production for
hydraulic hoses in Hatyai/Thailand. Semperit will receive an option to take
over the remaining 50% of SAC for USD 60 million (approx. EUR 57 million) from
the joint venture partners.
Within the framework of the termination of the joint ventures, Semperit will
receive a one-time compensation payment amounting to USD 167.5 million (approx.
EUR 157 million) before taxes. Immediately prior to closing, SSC will declare a
dividend equivalent to around USD 118.2 million and SAC a dividend equivalent
to USD 30 million. From SSC's dividend Semperit will receive around USD 51
million (approx. EUR 48 million) before taxes in cash, the rest of Semperit's
share of SSC's dividend will be set-off as part of the overall transaction.
Semperit will unabatedly continue its growth path in both the Industrial and
the Medical Sectors.
The transaction is subject to the approval of the Supervisory Board of
Semperit, a corresponding resolution passed at the Extraordinary General
Meeting of Sri Trang as well as closing conditions. The closing of the
transaction is expected for March 2017.
In case of a successful closing, all pending arbitration and civil proceedings
between the Semperit Group on one hand and the Sri Trang Group and SSC on the
other hand will be settled by mutual consent. Common break-up fees were agreed
in case of failure.
From today's point of view, a successful closing of the transaction would lead
to positive special effects in Semperit's Group results amounting to around EUR
100 to 115 million in the financial year 2017. This is up against negative
special effects in the Group's result of 2016 amounting to around EUR 30 to 40
million mainly due to non-cash effective value adjustments and deferred taxes.
These adjustments will be necessary relating to the planned termination of the
joint venture combined with the development in the Sempermed segment, which is
weaker than expected. Due to these expected special effects, the existing
dividend policy of Semperit has to be evaluated for the years 2016 and 2017.
Note: The transaction will principally be settled in US Dollars so that the
mentioned Euro amounts may still be subject to exchange rate fluctuations.
This document has been made up in German which is the official version. In case
of discrepancies with the English translation, the German version shall
prevail.
About Semperit The publicly listed company Semperit AG Holding is an
internationally-oriented group that develops, produces, and sells highly
specialised rubber and plastic products in more than 100 countries for the
medical and industrial sectors: examination and surgical gloves, hydraulic and
industrial hoses, conveyor belts, escalator handrails, construction profiles,
cable car rings, and products for railway superstructures. The headquarters of
this traditional Austrian company, which was founded in 1824, are located in
Vienna. The Semperit Group employs more than 7,000 people worldwide, including
close to 4,100 in Asia and more than 800 in Austria (Vienna and production site
in Wimpassing, Lower Austria). The group has 22 manufacturing facilities
worldwide and numerous sales offices in Europe, Asia, America and Australia. In
2015, the group generated sales of EUR 915 million and EBITDA of EUR 96
million.
end of announcement euro adhoc
issuer: Semperit AG Holding
Modecenterstrasse 22
A-1030 Wien
phone: +43 1 79 777-210
FAX: +43 1 79 777-602
WWW: www.semperitgroup.com
sector: Synthetics & Plastics
ISIN: AT0000785555
indexes: WBI, ATX Prime, ViDX, Prime Market, ATX GP
stockmarkets: official market: Wien
language: English
Digital press kit:
http://www.ots.at/pressemappe/2918/aom
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Semperit
Akt. Indikation: 12.08 / 12.32
Uhrzeit: 23:00:01
Veränderung zu letztem SK: -0.49%
Letzter SK: 12.26 ( 10.45%)
Bildnachweis
1.
Frank Gumbinger, CFO Semperit
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