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M&A: PhosAgro to make offer to PhosAgro-Cherepovets minority shareholders

The Management Board of OJSC PhosAgro has approved a voluntary tender offer for the purchase of PhosAgro-Cherepovets minority shareholders, the company informed.

"This decision marks a further step forward in our strategy of consolidating ownership of our production facilities. This should increase profit and dividends attributable to shareholders of PhosAgro, and will simplify our legal structure, making it more understandable and simpler for our investors, PhosAgro Management Board Chairman and CEO Andrey A. Guryev commented.

The offer price is RUB 40.9 per PhosAgro-Cherepovets ordinary share with a nominal value of RUB 1.10. VTB Bank is providing a guarantee of up to RUB 10.1 billion for obligations arising as a result of the tender.

PhosAgro and its affiliates currently own 87.61% of the share capital of PhosAgro-Cherepovets. PhosAgro aims to complete the consolidation of its ownership of PhosAgro-Cherepovets in the third quarter of 2014.

OJSC PhosAgro (tax number: 7736216869) is a Russian vertically integrated company, a global leader in the production of phosphorus-containing mineral fertilizers. The company is principally engaged in the production of phosphorus-containing fertilizers, phosphate feeds, high-quality phosphate raw stuff as well as nitrogen fertilizers and ammonia. PhosAgro Group includes OJSC Apatit, OJSC PhosAgro-Cherepovets (resulting from the merger of OJSC Ammophos and OJSC Cherepovetsky Azot), CJSC Agro-Cherepovets, Balakovskiye Mineralniye Udobreniya LLC, PhosAgro-Trans LLC, PhosAgro-Region LLC and OJSC NIUIF.

PhosAgro's Global Depositary Receipts are listed on the LSE, its stock on the Russian stock exchange.

IFRS net profit of OJSC PhosAgro for January-September 2013 decreased by 52% to RUB 9.094 billion from RUB 19.120 billion for the same period in 2012. Revenue grew by 3% to RUB 81.276 billion from RUB 79.237 billion, EBITDA decreased by 27% to RUB 19.897 billion from RUB 27.194 billion, EBITDA margin was 24% against 34%.

"AK&M", 05.02.2014


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