Brussels, Belgium – Solvay announced the launch of a rights issue of € 1.5 billion to complete the financing of the intended acquisition of U.S.-based Cytec, which is expected to close on December 9, 2015. The acquisition will significantly boost Solvay’s portfolio of advanced materials with lightweighting solutions for the aerospace and automotive industries, and will furthermore strengthen its formulations know-how in mining chemicals. With Cytec, Solvay will accelerate its transformation to achieve higher growth, returns and resilience.
The rights issue entails an offering of 21,175,283 new shares at a subscription price of € 70.83 per new share, with preference rights for existing shareholders at a ratio of 1 new share for 4 rights, each existing shareholder being granted one right per existing share held. Solvay’s reference shareholder Solvac has committed to fully exercise its rights and subscribe for the resulting number of new shares, thereby maintaining its current 30.20% stake in the share capital of Solvay.
The main terms of the offering can be summarized as follows:
Rights: Subject to applicable securities laws, all Solvay shareholders as of the closing of Euronext Brussels and Euronext Paris on December 3, 2015, are being granted one right per existing share held. The rights, represented by coupon n° 97 of the existing shares, will be separated from such shares on December 3, 2015, after the closing of Euronext Brussels and Euronext Paris.
Ratio: 1 new share for 4 rights (the “Ratio”).
Subscription price: € 70.83 per new share.
Rights subscription period: From December 4, 2015, to 4.00pm CET on December 15, 2015, inclusive. Rights that have not been exercised by the end of the rights subscription period will no longer be exercisable.
Scrips subscription period: After the rights subscription period has expired, any rights that have not been exercised will be converted into an equal number of scrips. Except if in the reasonable opinion of the banks underwriters it is unlikely that any subscribers can be procured, the scrips will be offered and sold through an accelerated book building process in an exempt private placement. Such placement is expected to take place on or around December 16 or 17, 2015, but may be extended
The net proceeds of the scrips (if any) will accrue to the holders of the rights that have not been exercised during the rights subscription period, unless the net proceeds of the sale of the scrips divided by the number of unexercised rights is less than € 0.01 in which case such net proceeds will be transferred to Solvay. Purchasers of scrips will have the obligation to subscribe for new shares corresponding to the scrips acquired by them in accordance with the Ratio.