Last checked at 2 Jul 2012 15:00
For Immediate Release 02 July 2012
PhosAgro-Cherepovets Merger Completed
Moscow - PhosAgro ("PhosAgro" or "the Company") , a leading global vertically integrated phosphate-based fertiliser producer, announces the completion of the merger of its subsidiaries Ammophos and Cherepovetsky Azot into PhosAgro-Cherepovets.
As a result of the merger, Ammophos and Cherepovetsky Azot have ceased to exist as legal entities and their shareholders received shares of PhosAgro-Cherepovets, to which all rights and obligations of the merged companies have been transferred. PhosAgro now owns approximately 85.57% of PhosAgro-Cherepovets (exact figure will be disclosed after the PhosAgro-Cherepovets share registrar officially documents the results of the share conversion). Prior to the merger, PhosAgro owned 94.12% of Ammophos and 63.27% of Cherepovetsky Azot.
The Vologda oblast Inter-Regional Inspectorate #12 of the Federal Tax Service officially registered PhosAgro-Cherepovets (and recorded the termination of operations of Cherepovetsky Azot and Ammophos) in the Unified State Registry of Legal Entities on 1 July 2012.
This merger marks another step towards achieving PhosAgro's strategic goal of maximizing cost synergies by streamlining the Company's operations.
PhosAgro is considering further consolidation, including the possible merger of its subsidiary Agro Cherepovets into PhosAgro-Cherepovets.
PhosAgro CEO Maxim Volkov said: "This merger is an important step toward streamlining the legal and administrative structures of our subsidiaries, which in turn should help us to further enhance PhosAgro's cost advantages as a vertically-integrated producer of phosphate-based fertilisers. We expect to achieve important cost synergies from the creation of PhosAgro-Cherepovets by consolidating costs into a single legal entity."
Shareholders of Cherepovetsky Azot and Ammophos approved the re-organisation of the companies by way of merger at an EGM on 27 February 2012.
For further information please contact:
OJSC PhosAgro+7 495 231 2747Irina Evstigneeva, Head of Corporate Finance and Investor RelationsTimur Belov, Press OfficerM:CommunicationsSam VanDerlipvanderlip@mcomgroup.com+7 495 363 2845Notes to Editors
PhosAgro is a leading global vertically integrated phosphate-based fertiliser producer. The Group focuses on the production of phosphate-based fertilisers, feed phosphate and high-grade phosphate rock (P2O5 content of not less than 35.7 percent), as well as ammonia and nitrogen-based fertilisers. The Group is the largest phosphate-based fertiliser producer in Europe, the largest producer of high-grade phosphate rock worldwide and the third largest MAP/DAP producer in the world (excluding China), according to Fertecon. PhosAgro is also a leading producer of MCP feed phosphates in Europe, and the only producer in Russia.
PhosAgro has 2.1 billion tonnes of resources (according to JORC) of high quality apatite-nepheline ore, representing over 75 years of production. The Group also controls substantial Al2O3 resources, and has 41% of Russia's rare earth oxides resources.
The Group's mines and phosphate rock production facilities are located in the mountainous areas of the Kola Peninsula in the Murmansk region of northwest Russia, whereas its fertiliser and feed phosphate production assets are located near the city of Cherepovets in the Vologda region and near the city of Balakovo in the Saratov region of southwest part of European Russia. The Group is the only global vertically integrated fertilizer producer that derives approximately 90% of its consolidated gross profit from the phosphates segment. PhosAgro's 2011 IFRS revenue was USD 3.4 bln and EBITDA was USD 1.2 bln. The С ompany's net debt/EBITDA ratio was 0.43 at 31 December 2011.
For further information on PhosAgro please visit: www.PhosAgro.com