RusForest intends to acquire Clean Tech East Holding’s pellet business
RusForest's Board has signed a tender letter to Clean Tech East regarding an acquisition of all shares in Clean Tech East's wholly owned subsidiaries EBH and BEN - which together form Clean Tech East's Biomass Fuels business segment, whose business is to manufacture and sell wood pellets. The proposed acquisition is, amongst other things, conditional upon approval by an Extraordinary General Meeting in Clean Tech East to be held on 9 December 2011.
RusForest is offering to pay SEK 78 million for 100 per cent of the shares in EBH and BEN. The internal claims Clean Tech East have against EBH and its wholly owned subsidiary Ystad Pellets Ltd ("YPAB") will be written off in a sale and the stated purchase price is based on RusForest acquiring EBH and BEN as debt-free companies.
All assets relating to Clean Tech East's wood pellet production are included in EBH - that is, the pellet-producing plants in Ystad in Sweden and in Liepaja in Latvia, with a combined maximum production capacity of more than 100,000 tonnes of pellets per annum, and the packaging plant for packaging wood pellets in bags for resale on the consumer market. The packaging plant is adjacent to EBH's production facility in Ystad.
BEN, which was acquired by Clean Tech East in the spring of 2011, is a company that during the last few years has developed a complete project plan on the establishment of large scale wood pellet production in Arkhangelsk in northwest Russia. This plan covers, amongst other things, the technological, financial and logistical aspects of an establishment.
The RusForest Board believes that the production of wood pellets on a large scale is an attractive next step for RusForest - by increasing the value added, leading to a better utilization of the by-products generated in the Company's sawmill production - and as an important diversification of the Company's current business. An acquisition of EBH and BEN gives RusForest access to otherwise hard-acquired plant-specific skills necessary to run a large-scale pellet plant. The acquisition will also give RusForest access to pellet production and proven equipment that has been in production, and can therefore relatively quickly be moved to Arkhangelsk and put into operation immediately adjacent to RusForest's existing sawmills in the port of Arkhangelsk - in an area where the price of good quality raw materials is very competitive in a global perspective.
"The acquisition of Clean Tech East's pellet operation will enable RusForest to eventually offer an integrated energy solution, which in a natural way makes the green energy from our forest resources available to customers in the global heating and electricity segments at a competitive price. Our aim is to establish cooperation with one or more partners in the energy segment in order to move EBH's production plants to Arkhangelsk as soon as possible and to initiate a large-scale production of wood pellets there", says RusForest's CEO Martin Hermansson.
The Board of Clean Tech East cannot not form a quorum on the issues relating to the tender signed by RusForest, since three of the five members of Clean Tech East's Board are not considered to be independent in relation to RusForest or to RusForest's and Clean Tech East's largest shareholder Vostok Nafta Investment Ltd ("Vostok Nafta"). For this reason, the Board of Clean Tech East has referred the received tender to an Extraordinary General Meeting. The EGM is scheduled to be held 9 December 2011 (for further details on this EGM see separate notice from Clean Tech East, published in the form of a press release today, 9 November 2011).
The acquisition of EBH and BEN is, amongst other things, conditional upon the approval of the acquisition at the above mentioned Extraordinary General Meeting in Clean Tech East.
In the event that the Extraordinary General Meeting which will be held on 9 December votes in favour of the transaction, the calculated access, transfer and payment is expected to take place no later than 31 December 2011. The agreement will also include additional provisions, including guarantees and commitments, which are customary for transactions of this nature. Clean Tech East will publish a detailed description of the proposed transfer of EBH and BEN to RusForest no later than two weeks before the Extraordinary General Meeting on 9 December 2011. A Fairness Opinion will be added to Clean Tech East's statement, as the Board of Clean Tech East considers itself to be disqualified to handle the transaction decision.
For further information please contact:
Martin Hermansson, CEO, phone: +7 903 015 64 65, +7 985 921 92 32
Anders F. Börjesson, deputy CEO, phone: +46 (0)70 919 08 58
About RusForest AB (publ)
RusForest is forestry and sawmilling company operating in Eastern Siberia and the Arkhangelsk region of Russia. The Company controls long term forest leases with an annual allowable cut of approximately 3.6 million m³, and utilizes these resources to produce a wide range of sawnwood products. Eastern Siberia is renowned for its pine and larch of exceptional quality, while the Arkhangelsk Region in northwest Russia has high quality spruce and pine forests similar to those found in northern Sweden.
RusForest's goal is to develop into a leading independent integrated forestry and sawmilling company in Russia with an annual harvesting of 2.7 to 2.9 million m3 and an annual saw production of 800,000 to 850,000 m3 over the next four years.
RusForest AB's Certified Adviser on First North is E. Öhman J:or Fondkommission AB.