Rompetrol Group N.V.announces acquisition of Dyneff Group, the largest independent petroleum product

Today the Netherlands-based Rompetrol Group, NV (“TRG”) announced it had signed a binding Share Purchase Agreement to purchase a 100% equity stake in France-based Dyneff, SA and affiliated companies. Price and terms were not disclosed pending closing of the sale in the first quarter of 2006.

Established in 1958 by Mr. Antoine Lecea, Dyneff specializes in the import, storage and distribution of petroleum products. Dyneff is the largest independent refined products distributor in France by both turnover and volume. Dyneff supplies approximately 3.5% of the total French market, or almost 3 million tons/annum of a market of approximately 85 million tons. Products sold by the company include petrol, diesel, domestic fuel oil, and bio-fuels. In 2005 the Dyneff Group's consolidated turnover is expected to be approximately USD 2.4 billion and its primary assets are its strategically located storage depots, particularly those along the coasts of the Mediterranean Sea and Atlantic Ocean.

In terms of logistics infrastructure, Dyneff owns 266,000 cubic meters of depot storage and rents an additional 180,500 cubic meters for a total storage capacity of 446,500 cubic meters; in addition, it has a right of passage at eleven other depots strategically located around France and in the North of Spain to ensure the efficiency of its distribution network. As part of its distribution process, Dyneff owns, operates or franchises approximately 226 retail stations that carry its brand and colors.

Post acquisition of Dyneff by TRG, Mr. Lecea will remain on Dyneff’s board and take up a position on TRG’s advisory board.
The Rompetrol Group N.V. ("TRG") was created in 1999 following the privatization of the petroleum sector of Romania. Rompetrol owns and operates two Romanian refineries, including the largest, most modern crude oil refinery on the Black Sea (“Petromidia”). The Company also owns and operates 8 regional storage facilities. Additionally, TRG group companies own, operate, or franchise approximately 320 gas stations throughout Romania, Bulgaria and Albania (some locally branded).

TRG’s consolidated turnover in 2005 is expected to be approximately USD 2.5 billion. Domiciled in the Netherlands and with controlled subsidiaries in Romania, Bulgaria, Albania, Georgia, Moldova, Cyprus, Switzerland, Russia, Libya and Kazakhstan.

“The acquisition of Dyneff by Rompetrol will create a pan-European, fully integrated refining and marketing company with a significant asset base in both Eastern and Western Europe,” stated TRG Chairman and CEO Dinu Patriciu. “It will double the Dutch parent company’s current turnover while substantially raising net profit. Finally, it will provide operational and financial advantages derived from the teaming of large-scale storage, transport and distribution facilities with a major producer of refined petroleum products,” he concluded.

TRG Vice Chairman Philip Stephenson added: “Rompetrol intends to integrate the depot and distribution aspects of Dyneff with its major refinery business, providing the Company access to the West European market while utilizing our gas station expertise to modernize and improve the performance of Dyneff in its home market. With a presence on the Atlantic, Mediterranean and Black Seas, the post-acquisition Rompetrol will be able to source crude oil from the least expensive areas of current production and sell directly into the most lucrative markets.”

French bank Societe Generale, which has existing banking relationships with both TRG and Dyneff, provided the bulk of acquisition financing for this transaction

Rompetrol was advised in the transaction by the international law firm Salans and by Deloitte & Touche. Dyneff was advised by the Paris-based law firm Bureau Francis Lefebvre.