Workers' company details counter-bid to Synthos offer for Poland's ZAP

22 June 2012 17:04  [Source: ICIS news]

LONDON (ICIS)--Spolka Pracownicza Chemia-Pulawy, a limited liability company set up by employees and union members of Zaklady Azotowe Pulawy (ZAP), has detailed its counter-bid to synthetic rubber maker Synthos's offer for the Polish chemical producer, it said on Friday.

Chemia-Pulawy is to bid more than zlotych (Zl) 105 ($30.70, €24.48) a share for the 50.67% controlling stake in ZAP held by the Polish treasury ministry, with the final bid price to be determined at the end of the company's 2011/2012 fiscal year, which falls at the end of June, it added.

The offer contrasts with the bid for 100% of ZAP submitted by Polish company Synthos at a rate of Zl 102.5 per share for those shareholders who sell their holdings between 9–20 July and a rate of Zl 98.77 for those selling before the expiry of the bid on 7 August.

In parallel with the announcement from Chemia-Pulawy, the unions at nitrogen fertilizer, caprolactam (capro) and melamine producer ZAP released a statement calling on the treasury ministry to reject Synthos's bid.

“We have reason to justifiably worry that the synergies and investments referred to in the [Synthos] offer are just the inventions of analysts that are merely for putting on paper for the sake of acquiring the company,” the unions said.

ZAP, as the largest employer in the poor region of Lublin, central-eastern Poland, with 3,500 employees, must have socially responsible ownership, they added.

Synthos, which would have to pay out Zl 1.96bn if it acquired all of ZAP's shares at the higher offered rate, says it is genuinely interested in investing in ZAP in order to take it to the next level in terms of diversity of production, operational efficiency and market impact.

Analysts at investment bank Wood & Company have noted that, unlike Synthos, Chemia-Pulawy suffers from a lack of capital, meaning the chance of the treasury ministry responding to its offer is “close to zero”.

Chemia-Pulawy intends to pay for the ministry's stake in ZAP through a “dividend model”, meaning that the holding would be paid for in annual tranches from dividends generated by the company over a 10-year period.

The ministry has said it does believe Synthos's bid is worthy of close examination.

Synthos, a company owned by Polish billionaire Michal Solowow is Europe's second largest synthetic rubber producer.

($1 = €0.80)

($1 = Zl 3.42, €1 = Zl 4.29)

By: Will Conroy
+44 20 8652 3214

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