23 October 2012

Rain CII acquires Belgium-headquartered Ruetgers N.V.

23 October 2012 - Rain CII Carbon LLC, a wholly owned step-down subsidiary of Rain Commodities Limited, has agreed to acquire RÜTGERS N.V., a Belgium headquartered coal tar pitch (CTP) manufacturer, from private equity firm Triton Partners (Triton)

Rain CII has executed share purchase agreement with Triton to acquire 100% of stake in RÜTGERS for gross enterprise value of €613 million. Rain has agreed to pay cash consideration of €371 million, with effective date of January 1, 2012. Further, Rain CII agreed to pay an aggregate additional consideration not exceeding €27 million during the financial years 2014 and 2015, upon achieving certain milestones. RÜTGERS has gross financial debt of €242 million as on December 31, 2011. The transaction is expected to close in the 1st Quarter 2013; subject to the regulatory approvals and customary closing conditions. 

Rain CII is planning to fund the transaction through a combination of internal cash accruals and issue proceeds of €533 million of long-term bonds

Citigroup Global Markets Inc. is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Rain CII. Goldman Sachs AG is acting as financial advisor and Freshfields Bruckhaus Deringer LLP is acting as legal advisor to RÜTGERS. 

Rain Commodities Limited along with its subsidiaries engaged in the businesses of production and sale of calcined petroleum coke (CPC), cement, co-generation of energy (steam and/or electricity) through waste-heat recovery and trading of fuel-grade green petroleum coke. 

Rain Group is one of the leading producers of CPC, with nine production sites worldwide. Rain Group is also operating two integrated cement plants in the state of Andhra Pradesh and one fly ash handling and cement packing facility in the state of Karnataka, India. 

RÜTGERS N.V., along with its subsidiaries and affiliates, is engaged in the businesses of coal tar distillation and refining with nine international production sites in Belgium, Germany, Poland, and Canada; there are additional joint-venture interests in Netherlands and Russia. RÜTGERS employs about 1,000 highly-skilled employees worldwide. RÜTGERS is the second largest coal tar distiller globally. RÜTGERS has achieved gross revenues of €831 million for the financial year ended December 31, 2011. 

Source: Rain CII