Filenews 28 November 2024
With the price closing at €48.6m. Petrolina (Holdings) Public Limited proceeded with the acquisition of ExxonMobil Cyprus and specifically the 68 ESSO petrol stations, according to an announcement by the company itself on the Cyprus Stock Exchange.
Specifically, 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") for the acquisition of 100% of the share capital of ExxonMobil Cyprus Limited ("EMCL").
The Acquisition Agreement is part of the further development of the existing operations of the Petrolina Group in the field of petroleum products trading in the Cyprus market.
EMCL is a subsidiary of Exxon Mobil Corporation and has been active in Cyprus since 1955. It deals with the supply, distribution and marketing of fuels in 68 petrol stations trading under the Esso brand and distributing Synergy fuels in the domestic market.
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 may be created on the basis of PHL's many years of experience in the petroleum sector.
The financial assessment 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 conducted by an independent expert on the basis of net asset value as presented in EMCL's audited financial statements as at 31 December 2023, historical financial data as well as EMCL's prospects.
It is noted that for the year ended 31 December 2023, EMCL posted a turnover of €272.4m. and net profit of €2.7m, while for the year ended 31 December 2022 it posted a turnover of €296.7m. and net profit of €5.4m.
The acquisition consideration has been agreed at €48.6 million (the "Acquisition Consideration"). 10% of the Redemption Consideration (€4.8m) was paid as a cash advance at the same time as the signing of the Acquisition Agreement. 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 by bank lending secured for this purpose.
The transaction was made on a purely commercial basis and the investment will be accounted for using the acquisition method. The transaction does not relate to any "designated person" within the meaning given to the aforementioned term in section 137(3) of the Cyprus Securities and Stock Exchange Law of 1993 (14(I)/1993) (as in force).
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 PHL's legal advisor in the Acquisition Agreement.
