Today KazMunayGas (“KMG”) announced it has signed a binding share purchase agreement to acquire from Rompetrol Holding SA (Switzerland) a 75% equity interest in Netherlands-based The Rompetrol Group NV (“TRG”), assessed at an enterprise value of 3,616 million US$. Rompetrol Holding will continue to hold the remaining 25% equity in TRG. The sale was the culmination of a 7 month private auction process conducted by Morgan Stanley’s London-based Energy Group. The sale is conditional upon approval of the European Commission and other relevant competition authorities. The two shareholders anticipate that their agreement will be approved with enthusiasm as they are confident that it meets all the regulatory requirements and that the company will significantly contribute to the security of European energy supplies. The agreement was signed in Almaty on 24th of August.
TRG will be managed jointly by its two shareholders, KMG and Rompetrol Holding. KMG will appoint a majority of TRG’s Board, which will reflect the new ownership structure. The two shareholders have decided to appoint Dinu Patriciu as Chairman and CEO of the company to secure continuity of vision and strategy in the management of the company. Mr. Patriciu enjoys the full confidence and support of the shareholders.
This agreement will bring about significant advantages to both shareholders and their respective clients. With this acquisition, one of the largest in its history, KazMunaiGas effectively doubles its refining capability by acquiring access to two TRG’s refineries in Romania and significantly increases its retail infrastructure in European markets by acquiring access to 630 gas stations in seven European countries from Georgia to France. TRG has more than four million tons of refining capacity and the capability to distribute more than 7 million tons of oil products annually through its own wholesale and retail networks. Through this agreement, TRG secures long-term access to oil supplies.
TRG CEO Dinu Patriciu stated: “KMG’s investment provides TRG with the access to raw materials and finance that the company needs to continue implementing its expansion plans, both through investments in refinery improvement, logistics and sensible well-priced acquisitions. The vision we have for TRG’s growth is understood, shared and encouraged by our new partners.”
The President of KazMunayGas JSC NC, Uzakbay Karabalin, stated: “The acquisition of a majority stake in TRG provides us with a footprint in important downstream markets in Europe, including France, Romania, Moldova and Bulgaria, as well as the ability to utilize TRG as a platform for future expansion. The company will focus its activities in the high-growth markets of the Black Sea, Balkans and Mediterranean regions. It effectively builds an energy bridge between the oil resources of Kazakhstan and the growing demand for refined products in Central, Eastern and Western Europe. ”
KMG’s advisors included ABN Amro Bank, PriceWaterhouseCoopers, the law firms of Norton Rose (for Dutch and French law) and Wolff Theiss (for Romanian law), technical consultants Purvin & Gertz and environmental consultants ERM. TRG’s advisors included Morgan Stanley, AKD Prinsen Van Wijmen (for Dutch law) and Salans (for French and Romanian law).
The Joint Stock Company KazMunayGas, the national operator for the exploration, mining, refining and transport of oil resources, represents the interests of the State in the oil and gas sector of Kazakhstan. 100% of the shares of KazMunayGas are owned by the Kazakhstan Holding for the Management of State Assets “Samruk” JSC.
The Rompetrol Group N.V. (TRG) is one of the first 25 multinational oil companies in the European Union, according to revenues. TRG is headquartered in Netherlands and most of its operations and assets are located in France, Romania, Spain and South-Eastern Europe. TRG stands for a connection point between the eastern oil resources and the western sale markets, ensuring a constant flow of raw material and responding to the consumers’ needs for products at European standards. The Group is active primarily in refining and marketing/downstream, with additional operations in exploration, production and other services for the oil industry. The Group has more than 8000 employees in 13 countries. TRG aims to become one of the greatest independent oil companies in Europe and to contribute to the European energetic security by obtaining a strong position in the Black Sea and Mediterranean Sea areas.
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Ivo Ilic Gabara