Cals Refineries Ltd. (BSE: 526652) ('Cals') and the Hardt Group ('Hardt') today announced a definitive agreement for Cals to acquire the Cenco and Atas refinery assets owned by affiliates of Hardt and currently located in the United States and the Turkish Republic of Northern Cyprus. Under the terms of the transaction, which was unanimously approved by the Board of Directors of both Cals and Hardt, Cals will pay Hardt US $417 million in total consideration, with US$ 317 million paid in the form of Global Depository Receipts (GDR's) in Cals and the balance in cash. Hardt has also agreed to subscribe for certain equity shares of Cals on a preferential allotment basis, subject to Shareholder and customary approvals, in an amount of up to US $7 million (in Indian rupee equivalent) in one or more tranches and to nominate two Directors to the Board of Cals. The purchase of this equipment will increase the aggregate refining capacity of Cals’ planned refinery project in Haldia, West Bengal, India to 200,000 barrels per day.
Commenting on the occasion, Mr. D. Sundararajan, Managing Director of Cals Refineries Ltd. said, 'Signing this agreement with Hardt Group gives a new fillip to our refinery project. With the help of Hardt Group we hope to achieve financial closure for the project at the earliest.'
'We strongly believe that investment opportunities like this have tremendous potential for creating value and generating returns for all parties involved,' said Dr. Alexander Schweickhardt, CEO and Founding Partner of Hardt Group. 'India is a fast growing market and has a strong demand for energy. We are excited to be a part of this refinery project and look forward to long term relationships in India.'
The transaction is subject to the approval of Cals Shareholders and the satisfaction of customary closing conditions, including the receipt of various statutory approvals. Cals and Hardt expect the transaction to close in the second or third quarter of 2011.
About Cals Refineries Ltd
Cals Refineries Ltd. has plans to set up a total of 400,000 barrels per day (20 MMTPA) of oil refining capacity on India’s east coast in the State of West Bengal, in phases, thereby emerging as the third largest private sector oil refining and petrochemical company in India.
About the Hardt Group
Hardt Group is an investment company with a strong focus on the energy sector. Headquartered in Vienna, Austria, the firm also has offices in London and New York.
This announcement contains statements that are, or may be, forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Forward-looking statements often use words such as 'target', 'plan', 'believe', 'expect', 'aim', 'intend', 'will', 'should', 'could', 'would', 'may', 'consider', 'anticipate', 'estimate', 'synergy', 'cost saving', 'project', 'goal' or 'strategy' or words or terms of similar substance or the negative of such words. Forward-looking statements include statements relating to the following: (i) the expected timetable for implementing the transaction, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, financial condition, losses and future prospects of Cals or Hardt and (ii) business and management strategies and the expansion and growth of Cals’ or Hardt’s operations and potential synergies resulting from the transactions contemplated.
These forward-looking statements are not guarantees of future performance. They have not been reviewed by the auditors of Cals or Hardt. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements, including, among other things, the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation of contracts or licenses; fluctuations in demand and pricing in the oil refinery industry; fluctuations of exchange controls, changes in government policy and taxation; industrial disputes; war and terrorism. These forward-looking statements involve known and unknown risks and uncertainties which may cause them to differ from the actual results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this announcement. All subsequent oral or written forward-looking statements attributable to Cals or Hardt or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements included in this announcement are based on information available to Cals and Hardt on the date of this announcement and are made only as of the date of this announcement. Undue reliance should not be placed on such forward-looking statements. Subject to compliance with their legal and regulatory obligations, Cals and Hardt do not intend, or undertake any obligation, to update any forward-looking statements contained in this announcement.
Cals Refineries Ltd.:
Contact: D. Sundararajan, +91 22 6741 8908
Contact: Dr. Alexander Schweickhardt, +43 1 5138365400
SOURCE: Cals Refineries Ltd. and The Hardt Group