Milan-China National Chemical Corp, Camfin S.P.A. and its shareholders have finally received approval of the relevant antitrust and other authorities to finalise transfer of Camfin’s Pirelli & C. S.P.A. Shares to Chemchina. Representative of Camfin said that their 26.2 per cent stake will be transferred at the rate of 15 euro per share and this $7.7 billion deal will close on August 11, 2015. First, Camfin shares will be transferred to Marco Polo Industrial Holding S.P.A. (Bidco) which is a newly-incorporated Italian firm. Later, Camfin will reinvest in Marco Polo International Italy S.P.A. (Newco), a company under which Bidco operates.
Finally, ChemChina will buy Pirelli after Bidco launched mandatory tender offer on the remaining ordinary share capital of Pirelli at the rate of $16.25 per share. ChemChina will most likely take Pirelli private, becoming a part of ChemChina’s China National Tire & Rubber Co. subsidiary.
In an earlier press release, ChemChina said the transfer of Edizione’s Pirelli shares to Bidco comes with the condition that Camfin has sold its shares to Bidco. Edizione also may decide to postpone the transfer of its direct Pirelli stake to Bidco by way of acceptance of the mandatory tender offer.
CNRC said that Edizione is entitled to terminate the share purchase agreement in the event of the launch of one or more competitive tender offers by third parties in respect of the Pirelli ordinary shares, unless Bidco announces an increase of the price of its offer to at least the same price as the last competitive offer.
Chemchina is considered China’s largest chemical company having sales of $39.4 billion in 2013. The company operates in six sectors that includes new chemical materials, oil processing, basic chemicals, agro-chemicals, chemical equipment and rubber products.