Trade Reporter #ESSO #Petrolina #Petrolina Holdings
Petrolina (Holdings) Public Limited ("PHL") announced that on 27/11/2024, MED ENERGYWISE LTD, a wholly owned subsidiary of PHL, has entered into an agreement (the "Acquisition Agreement") to acquire 100% of the share capital of ExxonMobil Cyprus Limited ("EMCL").
The Acquisition Agreement is part of the further development of the Petrolina Group's existing operations in the field of oil products trading in the Cypriot market.
EMCL is a subsidiary of Exxon Mobil Corporation and has been active in Cyprus since 1955. It is engaged in the supply, distribution and marketing of fuel in 68 stations that trade under the Esso brand and have Synergy fuel in the domestic market.
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The Acquisition Agreement is expected to positively affect the prospects and results of the Petrolina Group due to the economies of scale and synergies that can be created based on PHL's many years of experience in the petroleum sector.
The financial evaluation of the above acquisition and the assessment of the Board of Directors regarding the fair value of the acquired company has been based on a study prepared by an independent expert on the basis of the net asset value as presented in the audited financial statements of EMCL as of December 31, 2023, historical financial data as well as EMCL's outlook.
It is noted that for the year ending on December 31, 2023, EMCL presented a turnover of €272.4m. and a net profit of €2.7m, while for the year ending on December 31, 2022 it presented a turnover of €296.7m. and a net profit of €5.4m.
The takeover consideration has been agreed at €48.6 million (the "Takeover Consideration"). 10% of the Acquisition Consideration (€4.8m) was paid as a cash advance at the same time as the Acquisition Agreement was signed.
The remaining amount will be paid upon completion of the Acquisition Agreement, provided that the conditions for completion of the relevant agreement are met. The transaction will be financed with a bank loan secured for this purpose.
The transaction was made on a purely commercial basis and the investment will be accounted for under the acquisition method. The transaction does not relate to any "specified person" within the meaning of the aforementioned term in section 137(3) of the Cyprus Securities and Exchange Act 1993 (14(I)/1993) (as applicable).
The completion of the Acquisition Agreement is subject to the approval of the Commission for the Protection of Competition, to which a relevant request will be submitted.
Harris Kyriakides acted as legal advisors to PHL in the Acquisition Agreement.
Recording
