Allen & Overy advises Borealis in relation to firm offer to acquire Total SA fertiliser business units

Allen & Overy has advised Borealis in relation to its firm offer to acquire fertiliser business units of Total SA, consisting of 100 per cent of the shares in GPN SA (France) and a controlling stake of 56.86 per cent of the share capital of Rosier SA (Belgium).

The remaining 43.13 per cent of the shares are publically traded on NYSE Euronext Brussels.

Borealis is a provider of innovative solutions in the fields of polyolefins, base chemicals and fertilisers based in Austria.

Further to the receipt of this firm offer, the relevant employee representatives are being informed and consulted on the proposed sale to Borealis. If this offer was accepted by Total group, the completion of these acquisitions would remain subject to the approval of the relevant authorities, in particular the antitrust authorities in the countries concerned.

The envisaged acquisition of the controlling stake in Rosier would be followed by a mandatory public take-over bid by Borealis on the remaining outstanding shares, in accordance with applicable regulations.

This firm offer follows the acquisition by Borealis from GPN of PEC-Rhin (Ottmarsheim, France), a producer of nitrate fertilisers, which was completed in January 2012 and for which Borealis was already assisted by Allen & Overy.

The law firm’s team was led in Paris by Jean-Claude Rivalland (partner, mergers and acquisitions), assisted by Eric Madre (senior associate) and Jules Lecoeur (associate) on the corporate aspects.

Florence Ninane (partner) and Agnès Poggi (associate) assisted on the antitrust aspects, Julia Thibord (associate) on the environmental aspects and Christophe Marie (senior associate) and Norbert Thomas (associate) on the employment aspects.

The Belgium team was led by Pierre-Oliver Mahieu and Hans Kets (partners — mergers and acquisitions), assisted by Jozef Pinxten (associate) on the corporate aspects.

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