NEW YORK, Jan. 17, 2014
/PRNewswire/ -- MFC Industrial Ltd. ("MFC" or the "Company") (NYSE:
MIL) announced that it has entered into an agreement to acquire a 100%
interest in the FESIL AS Group ("FESIL"), a vertically integrated
supply-chain management company with a production facility in Norway, sales companies in Germany, Luxembourg, Spain, United States, India and China, and an interest in several quartz deposits in Spain. MFC will not acquire FESIL's Mo Industripark AS shares.
Headquartered in Trondheim, Norway,
FESIL is one of the leading producers of ferrosilicon, an essential
alloy in the production of steel, stainless steel, and cast iron.
FESIL's melting plant is located in Mo i Rana, and produces a range of
ferrosilicon products including granulated and refined qualities (high
and semi-high purity), which makes up the bulk of its production. Annual
capacity of the plant's two furnaces is approximately 80,000 MT of
ferrosilicon and 23,000 MT of microsilica. The facility is certified
according to ISO 9001 and ISO 14001 and complies with Norway's strict environmental and operational requirements.
The purchase price of approximately 500 million Norwegian Krone (approximately US$82 million) is based on the net tangible equity asset value as of September 30, 2013,
and will be adjusted to reflect the fair value of certain assets and
the profit and loss over the period to final closing. In addition to
the purchase price, MFC will pay a royalty based on tiered ferrosilicon
production at the Mo i Rana facility for two years, expected to equal
approximately 2.9% of ferrosilicon revenue per annum at full
production.
The transaction is currently scheduled to complete
in the first quarter of 2014 and is subject to customary conditions,
including, without limitation, the approval of the competition
authorities of Germany, Austria
and Ukraine. Proforma financial information will be published by the
Company after completion of the transaction in a Form 6-K or Form 20-F
filing with the United States Securities and Exchange Commission
pursuant to applicable disclosure requirements.
FESIL reported net revenues in 2012 of approximately 3.3 billion Norwegian Krone (approximately US$565 million)
with its Production Segment representing just over 25% of net revenue.
Approximately 60% of FESIL's ferrosilicon production is sold directly
through the Sales Segment to customers which include some of the world's
leading steelworks, aluminum/iron foundries and chemical groups. The
sales offices also offer a number of complementary products including
ferroalloys, metals, minerals, and specialty products.
Michael Smith,
Chairman of MFC, commented: "We are very pleased to announce that this
strategic acquisition will add geographic reach, a diverse product
portfolio, an established brand name, a well-respected management team
and excellent employees to our global commodity supply-chain platform.
The complimentary addition of FESIL to the MFC Group adheres to our
financial discipline and is not expected to have a material effect on
our financial ratios or cause any dilution to our shareholders' equity.
We welcome all of FESIL's customers, suppliers and employees to the MFC family and look forward to the future together."
About MFC Industrial Ltd.
MFC
is a global commodity supply chain company and is active in a broad
spectrum of activities, including its integrated commodities operations,
mineral and hydrocarbon interests, which focus on metals, energy,
chemicals, plastics and wood products. MFC also provides logistics,
financial and risk management services to producers and consumers of
commodities. Our global business activities are supported by our
captive commodities sources through strategic direct or indirect
investments and other commodities sources secured by us from third
parties.
To obtain further information on the Company, please visit our website at: http://www.mfcindustrial.com.
Disclaimer for Forward-Looking Information
The
preceding includes forward looking statements, including statements
regarding the Company's ability to complete the transaction and the
impact of the proposed acquisition on its business and operations and
its ability to integrate the business and operations of FESIL, which
involve known and unknown risks and uncertainties which may not prove to
be accurate. Forward-looking statements are not based on historical
fact and involve known and unknown risks, uncertainties and other
factors which may cause the Company's actual results, revenues,
performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the
forward-looking statements. Important factors that could cause the
Company's actual results, revenues, performance or achievements to
differ materially from expectations include, among other things:
uncertainties as to the timing of the transaction and satisfaction of
the conditions thereto, MFC's and FESIL's ability to obtain required
consents and approvals in connection with the transactions, the acquired
business may not be integrated successfully or such integration may be
more difficult, time-consuming or costly than expected, general business
and economic conditions globally, commodities price volatility,
industry trends, competition and other factors beyond the Company's
control. Such forward-looking statements should therefore be construed
in light of such factors. Other than in accordance with its legal or
regulatory obligations, the Company is not under any obligation and the
Company expressly disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Additional information about
these and other assumptions, risks and uncertainties are set out in the
Company's Management's Discussion and Analysis for the nine months ended
September 30, 2013, filed with the
Canadian securities regulators and on the Form 6-K with the United
States Securities and Exchange Commission, and its Annual Report on Form
20-F for the year ended December 31, 2012.
SOURCE MFC Industrial Ltd.