Analyst & Investor Fact Sheet
Real Estate Transaction
- Combination of Vivawest GmbH and THS GmbH in a new legal structure signed on July 05, 2013
- Reduction of Evonik’s stake to 10.9% in the combined entity as a result of disposals of the shareholding
- Transaction structure and valuation principally unchanged compared to communication in March 2013
- Equity valuation for the combined entity Vivawest is €3,030 million
- Closing of the transaction expected in Q3 2013
- Evonik intends to use the proceeds predominantly to finance internal and external growth
Transaction structure in detail
Execution of already agreed step plan:
- First step: extra dividend of €650 million by Vivawest to Evonik completed, of which € 200 million made available as loan under market conditions to be repaid at the latest by 2015.
- Second step: Combination of Vivawest and THS signed, leads to shareholdings of 73.2% of Evonik and 26.8% of IG BCE/VTG in the combined entity (“Vivawest”)
- Third step: Reduction of Evonik’s stake from 73.2% to 10.9% signed:
- Sale of 30% stake to RAG-Stiftung at a purchase price of €909 million
- Transfer of 25% stake with a value of €758 million to CTA (Contractual Trust Arrangement) to fund Evonik’s pension obligations
- Sale of 7.3% stake to RAG at a purchase price of €220 million
- Minor adaption of transaction structure to reflect most recent changes in tax law:
- RAG to acquire 5,1% stake in THS ahead of combination of Vivawest and THS
- Sale of 7.3% stake to RAG in Vivawest instead of 10%
- Remaining Evonik stake of 10.9% in Vivawest instead of around 8.3%
- Evonik intends to divest the remaining 10.9% stake in Vivawest in the medium term to long-term oriented shareholders
Impact on balance sheet
- Divestment of real estate business will result in a decrease in Evonik’s indebtedness of approximately €3.1 billion (compared to end of FY 2012) as a result of:
- Cash inflows of approximately €1.8 billion in total, thereof €1.6 billion in Q3 2013 and €0.2 billion at the latest by 2015 (related to the granted loan of €200 million in connection with the €650 million extra dividend from Vivawest to Evonik)
- Reduction in pension provisions of €0.75 billion due to the contribution to the CTA (will materialize in the financial statements of Q3 2013)
- Additional reduction of net debt by €0.6 billion (net financial debt and pension obligations of Vivawest), already included in Q1 2013 balance sheet (Real Estate as discontinued operations)
- Minor adaption of transaction structure (as described above) leads to a €0.1 billion lower cash inflow in Q3 2013 (€3.1 billion instead of €3.2 billion). However, at the same time Evonik’s remaining stake in Vivawest is 10.9% instead of 8.3%.
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In so far as forecasts or expectations are expressed in this release or where our statements concern the future, these forecasts, expectations or statements may involve known or unknown risks and uncertainties. Actual results or developments may vary, depending on changes in the operating environment. Neither Evonik Industries AG nor its group companies assume an obligation to update the forecasts, expectations or statements contained in this release.