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Allen & Overy advises Borealis on its firm offer to acquire fertilizer business units of Total SA

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Rivalland Jean-Claude
Jean-Claude Rivalland

Partner

Paris

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Jules Lecoeur
Jules Lecoeur

Counsel

Paris

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Ninane Florence
Florence Ninane

Partner

Paris

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22 August 2013

Allen & Overy Paris advises Borealis, a leading provider of innovative solutions in the fields of polyolefins, base chemicals and fertilizers based in Austria, in relation to their firm offer to acquire fertilizer business units of Total SA, consisting in 100% of the shares in GPN SA (France) and a  controlling stake of 56.86% of the share capital of Rosier SA (Belgium).

The remaining 43.13% of the shares are publicly traded on NYSE Euronext Brussels.

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 fertilizers, which was completed in January 2012 and for which Borealis was already assisted by Allen & Overy.

The Allen & Overy team was led in Paris by Jean-Claude Rivalland (Partner – Mergers & 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 environment aspects and Christophe Marie (Senior Associate) and Norbert Thomas (Associate) on the employment aspects.

The Belgium team was led by Pierre-Olivier Mahieu and Hans Kets (Partners – Mergers & Acquisitions), assisted by Jozef Pinxten (Associate) on the corporate aspects.

Borealis is advised by ING (Pierre Walkiers, Davy Vandenheede) on the public offer aspects.

Total is advised by Cleary Gottlieb (Jean-Marie Ambrosi, Charles Masson).

For further information please contact Valérie Mathérion-Ledjam (valerie.matherion@allenovery.com)
on +33 (0)1 40 06 54 28.