Norsk Hydro ASA has relaunched a tender offer process for the acquisition of 100 percent of the shares of the Polish recycler Alumetal S.A. A tender offer was first launched in April 2022, which later expired during the European Commission’s extended merger review.
“The acquisition of Alumetal would be a strong strategic fit towards delivering on Hydro’s recycling strategy. We see a growing demand for recycled low-carbon aluminum in Europe. Forward leaning customers are leading the way in decarbonizing materials used in the production of automotive, building and construction, and consumer durables,” says Executive Vice President Eivind Kallevik, Head of Hydro Aluminium Metal.
Recycling is an important enabler to strengthen Hydro’s position in low-carbon aluminium. The transaction will support Hydro’s recycling position in Europe and widen its product offering in the low-carbon and scrap based foundry alloy market segment. Following the acquisition of Alumetal, Hydro will increase the post-consumer scrap (PCS) usage of approximately 150,000 tonnes per year, exceeding the company’s 2020 ambition to double PCS by 2025.
“We have been impressed by the development of Alumetal, and by the quality of production, modern assets, and of the competence of management and employees. We hope to bring Alumetal into the Hydro family, to develop an even broader range of low-carbon products for our customers," says Kallevik.
The acquisition will provide an annual EBITDA uplift of EUR 63 million based on Alumetal's 2022 financials, supporting Hydro’s ambition to increase recycling EBITDA towards 2025 by NOK 500 million, and an additional NOK 500 million by 2027.
The tender offer process is for 100 percent of the shares of Alumetal S.A., a company listed on the Warsaw Stock Exchange for 78.69 PLN per share in cash (the "offer price"), representing an aggregate equity purchase price of approximately PLN 1 230 million (approximately EUR 267 million).
The transaction implies an enterprise value of approximately PLN 1 617 million (approximately EUR 351 million) based on the latest reported net debt as of FY2022 and outstanding dividends payable of PLN 164,5 million (approximately EUR 36 million) with a dividend payment date on July 27, 2023.
Completion of the tender offer is subject to customary terms and conditions, including obtaining merger clearance and gaining control of a minimum of 50 percent of total shares outstanding. Hydro has concluded an agreement with two members of the Alumetal Supervisory Board and all members of the Alumetal Management Board, in total holding approximately 39 percent of the company's shares, who have undertaken to submit subscriptions in the tender offer for all their shares at the offer price.
The subscription period for the tender offer is expected to run in June 2023. Hydro aims to close the acquisition in early July 2023, subject to conditions being fulfilled. Hydro reserves the right to extend the subscription period in accordance with the terms and conditions of the tender offer. The Management Board of the Alumetal is expected to issue its opinion by mid-June 2023.