According to the settlement agreement, Deza shall withdraw from all its legal actions filed against Unipetrol and will not seek a payment of any contractual penalties and damages by Unipetrol.
At the same time, Unipetrol and Deza agreed on the sale of shares of Agrobohemie and Synthesia owned by Unipetrol to Deza for the purchase price reflecting the fair market value of the shares provided that the purchase price shall be determined by the reputable appraiser selected by both Unipetrol and Deza.
Prague, October 31st, 2007 - In 2000 and 2001, Unipetrol and Deza entered into the agreements of future sale of shares of Agrobohemie and Synthesia (formerly Aliachem) which provided for the option of Unipetrol or Deza to ask the other party to enter into the share purchase agreement if the shareholders structure of the other party significantly changes. In 2005, Unipetrol was asked by Deza to enter into the share purchase agreements concerning the sale of the subject shares in the wording contained in the agreements on future sale of shares.
The Board of Directors of Unipetrol, following a thorough analysis, decided not to enter into these agreements since, based on a view the Board of Directors, these share purchase agreements suffered certain legal defects. In this context, Unipetrol approached Deza with a proposal to modify the share purchase agreements in order to eliminate their legal defects which may have caused their invalidity. The attempt to mutually agree with Deza on the modification of the wording of the share purchase agreements was not successful and in January 2006 Deza filed against Unipetrol at the Municipal Court in Prague two legal actions seeking inter alia a payment of certain contractual penalties and damages caused by Unipetrol to Deza by an alleged breach of a duty of Unipetrol to enter into the share purchase agreements.
The today’s settlement agreement means for Unipetrol:
- possibility to sell shares in Agrobohemie and Synthesia at fair market conditions,
- elimination of potential legal defects of sale of shares of Agrobohemie and Synthesia,
- opportunity to obtain cash from assets that do not belong to core businesses,
- minimisation of costs related to eventual court proceedings,
- elimination of risk of penalties resulting from a potential unfavourable court verdict,
- future cooperation with companies controlled by Deza on sale and purchase of raw materials.
“I consider the settlement agreement to be another important step in our efforts to settle open issues of the past and to execute successfully our long-term strategy. Not being part of our core business and with a limited influence on the companies´ management, we believe that Agrobohemie and Synthesia represented a rather low potential for our future growth, and will have a much better future with Deza, while the cash we obtain from the transaction will enable us to further restructure the debt financing“, said François Vleugels, CEO of UNIPETROL.
At present, Unipetrol holds 50% of shares of Agrobohemie and 38.79% shares of Synthesia.
UNIPETROL, a.s. is a group of companies operating in the petrochemical industry in the Czech Republic. In 2005 UNIPETROL became part of the PKN ORLEN Group, the largest downstream oil company in Central Europe. UNIPETROL primarily focuses on crude oil processing, fuels distribution and petrochemical production. In all these areas UNIPETROL group is one of leading players in both the Czech and Central European markets. In 2006 UNIPETROL posted revenues amounting to CZK 95 billion and a net profit of CZK 1.6 billion. The UNIPETROL group employs approximately 4,000 people.
Contact:
Michaela Lagronová
Spokesperson
Unipetrol, a.s.
GSM: + 420 602 304 708
E-mail: michaela.lagronova@unipetrol.cz
www.unipetrol.cz