EVRAZ has an existing holding of 50% of Corber and, following completion of the Acquisition, will hold an indirect interest of 82% in Raspadskaya’s shares. The remaining 18% of Raspadskaya's shares will remain listed on the Russian Stock Exchange, MICEX-RTS.
As consideration for the Acquisition, EVRAZ will issue 132.7 million new shares representing 9.9% of the existing issued share capital of EVRAZ; issue 33.9 million new warrants to subscribe for 33.9 million new shares representing 2.53% of the existing issued share capital of EVRAZ, and pay an amount, in cash, of US$1,949.80 for each of 103,600 ordinary Corber shares, payable in four equal instalments in Q1, Q2, Q3 2013 and Q1 2014. The Warrants may be exercised at any time between 12 months and 15 months after completion of the Acquisition and the Warrants contain customary provisions relating to adjustments. Upon exercise of the Warrants, it is expected that the Sellers would own 11.06% of EVRAZ.
Completion of the Acquisition is expected to occur in Q4 2012 subject to receipt of customary regulatory approvals and satisfaction or waiver of other conditions.
Raspadskaya is one of Russia’s largest producers of coking coal based on volume of production in 2011 and is located in the Kemerovo region of the Russian Federation. Raspadskaya is already a key supplier of coal to EVRAZ and EVRAZ is Raspadskaya’s largest customer.
According to the international consulting firm IMC, as of 31 December 2011, the total proved and probable coal reserves of Yuzhkuzbassugol, EVRAZ’s producer of coking coal, were estimated to be approximately 632 million tonnes. As of 31 December 2011, according to IMC, Raspadskaya had proved and probable coal reserves of 1,314 million tonnes.
EVRAZ’s net leverage ratio as at 30 June 2012 was 2.48x. Corber’s net debt at 30 June 2012 was US$330 million and the pro forma net leverage of the combined entity as at this date would have been 2.39x.
Alexander Frolov, CEO, EVRAZ plc, said,
“The acquisition will increase EVRAZ’s coking coal self-coverage, which is consistent with EVRAZ's stated strategy of growth in the raw materials for steelmaking.
Raspadskaya is already a key supplier of coal to EVRAZ and EVRAZ is Raspadskaya's largest customer. Through holding an equity interest in Raspadskaya since 10 March 2004 and having directors on the Board of OJSC Raspadskaya, EVRAZ has a clear understanding of the strengths and potential of Raspadskaya's business and is best positioned to benefit from acquiring an indirect controlling interest in Raspadskaya.
Following completion of this acquisition EVRAZ will become the largest producer of coking coal in Russia. We believe that the acquisition of Raspadskaya will generate substantial operational synergies to EVRAZ, including the optimal use of different coal grades in the combined portfolio.
We value the strong expertise of the management team and we are happy that Mr Kozovoy, who has been the chief executive officer of Raspadskaya since December 1993, and has successfully helped to transform it into one of the largest coal mining companies in Russia, will stay in this position until at least the end of 2013.“