Norsk Hydro To Take Over Vale S.A's Aluminium Businesses

Norsk Hydro ASA has signed an agreement to take over Vale S.A’s aluminium businesses to form a resource-rich and fully integrated aluminium company, securing Hydro’s bauxite supplies in a 100-year perspective, the Norwegian company announced Sunday.

“This transforming and value-creating combination takes Hydro to a new league in the global aluminium industry.”

Svein Richard Brandtzæg

“The combination will considerably strengthen Hydro’s position in bauxite mining and alumina refining, which, along with energy, are the most important input factors in aluminium production. The high quality and efficient cost base of the contributed assets will also significantly improve Hydro’s financial position,” the Norwegian company says in a statement issued Sunday afternoon.

After an engagement period of 40 years, they’re finally tying the knot – about time, some might say.

In summary, this is the marriage contract:

* Hydro has entered into an agreement to combine the majority of Vale’s bauxite, alumina and aluminium assets with Hydro’s existing business

* The transaction transforms Hydro into a fully integrated global aluminium company securing the company’s bauxite supplies in 100-year perspective

* Vale will receive a total consideration comprising USD 1.1 billion in cash and new Hydro shares equivalent to 22 percent ownership of its outstanding shares.

* As of April 30 and considering assumed net debt, this equates to a total consideration of USD 4.9 billion

* Following the transaction, Hydro will have a long position in bauxite and alumina, the key input factors for aluminium production in addition to energy

* To partly finance the transaction, support the company’s investment grade rating and capacity to implement future projects, Hydro intends to launch a fully underwritten rights issue of NOK 10 billion (approximately USD 1.75 billion).

The transaction

The transaction will provide Hydro with high-quality assets in Brazil, comprising full control and ownership of Paragominas, one of the largest bauxite mines in the world, 91 percent ownership in the world’s largest alumina refinery

Alunorte, 51 percent ownership in the Albras aluminium plant and 81 percent ownership in the CAP alumina refinery project.

“The combination will considerably strengthen Hydro’s position in bauxite mining and alumina refining, which, along with energy, are the most important input factors in aluminium production. The high quality and efficient cost base of the contributed assets will also significantly improve Hydro’s financial position.”

Vale will at closing of the transaction contribute 60 percent in Paragominas, 57 percent in Alunorte, 51 percent in Albras and 61 percent in the CAP alumina refinery project in return for a consideration comprising USD 1.1 billion of cash and 22 percent of Hydro’s outstanding share capital at that time. Hydro will also assume USD 0.7 billion of net debt within the contributed businesses as of December 31, 2009.

Prior to the combination, Hydro already has 34 percent ownership in Alunorte and 20 percent ownership in CAP.

Hydro has the right to take over the remaining 40 percent stake in Paragominas in two installments, in 2013 and 2015 respectively, against a cash payment of USD 0.2 billion for each installment.

In total, around 3,600 Vale employees will become part of Hydro as a result of the transaction, representing significant addition of competence, expertise and skills within bauxite, alumina and aluminium operations.

Vale, the world’s second-largest metals and mining company, will receive 22 percent ownership in Hydro as part of the combination, extending the close to 40 years partnership between the two companies from their current joint ownership in the Alunorte alumina refinery, the MRN bauxite mine and the CAP alumina refinery project.

The transaction also comprises additional bauxite licenses, a volume off-take agreement for Vale’s 40 percent stake in the MRN bauxite mine, in which Hydro holds 5 percent ownership, and an alumina sales contract portfolio.

The rights issue and the private placement towards Vale are subject to approval by Hydro’s general meeting of shareholders. The transaction with Vale also needs the consent of joint-venture partners in Vale assets, as well as regulatory approvals.

Hydro considers the regulatory risks attached to the combination to be limited.

The closing of the transaction with Vale is expected in fourth quarter 2010.

According to the agreement, Vale cannot increase its ownership in Hydro beyond the 22 percent contributed as part of the transaction, will retain its shares in Hydro for at least two years after the transaction closes and following the two-year period not sell shares constituting more than 10 percent of Hydro’s issued shares to any single buyer or group.

Vale will have one representative on Hydro’s Board of Directors, subject to approval by Hydro’s governing bodies prior to closing of the transaction.

Hydro has hedged the majority of the net aluminium price exposure in the contributed assets until the end of 2011, amounting to 670,000 tonnes with an expected average price of about USD 2,400 per tonne for the entire period.

A Transforming Value-Creating Combination

“This transforming and value-creating combination takes Hydro to a new league in the global aluminium industry. The deal will secure Hydro equity bauxite and alumina ownership and significantly improve our competitive position, making us more financially robust and well-positioned for growth,” Hydro’s President and CEO Svein Richard Brandtzæg says.

“Vale is highly recognized for its strong social and environmental track record and its commitment to transform mineral resources into sustainable development. Hydro will continue to build on these high standards,”he adds-

Rights Issue

Hydro’s largest shareholder, the Norwegian state, represented by the Ministry of Trade and Industry, owns 43.8 percent of the issued shares and is supportive of the transaction and the rights issue.

The Ministry of Trade and Industry will put forward a parliamentary proposition to participate for its pro rata share of the rights issue, which is expected to be obtained by mid-June 2010.

The Government Pension Fund Norway (Folketrygdfondet), owner of 5.9 percent of the issued shares, is supportive of the combination and the rights issue, and has entered into an agreement to underwrite and subscribe for its pro rata share of the rights issue.

The remaining share of the rights issue is underwritten by Citi, DnB NOR Markets and BNP Paribas, subject to customary terms and conditions.

The subscription price in the rights issue will be set shortly before the extraordinary general meeting. The subscription period will commence shortly following the extraordinary general meeting, with the rights issue targeted for completion in July 2010.

At closing of the combination and following the rights issue, a private placement to Vale of 22 percent of Hydro’s outstanding shares will result in the Norwegian state’s ownership in the company being reduced from 43.8 percent to approximately 34.5 percent.

Here’s a copy of the full presentation.

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