European Commission approves combination of RHI and Magnesita subject to conditions

  • Divestment of the dolomite business of the RHI Group and of the site in Oberhausen, Germany, of the Magnesita Group
  • Two production sites of the RHI Group affected
  • Pending: merger control clearance in Brazil and approval of the cross-border merger by the RHI General Meeting

The EU Commission today granted merger control clearance regarding the planned combination of the RHI Group and the Brazilian Magnesita Refratários S.A. subject to the following conditions:

  • Divestment of the production sites in Marone, Italy, and Lugones, Spain
    –     comprises the dolomite business (production, sale, etc.) of the RHI Group in the European Economic Area
    –     investment in a tunnel kiln in Marone necessary if production site Lugones is not transferred
  • Divestment of the production site in Oberhausen, Germany, of the Magnesita Group
    –     comprises the entire Oberhausen business (production, sale, etc. of magnesia-carbon bricks and basic mixes) in the European Economic Area
  • Potential buyer receives supply contracts for sintered magnesia amounting to a maximum of roughly 43,000 tons

The conditions must be met within six months and are within the expected dimension. The contribution to revenue of the two RHI sites totaled roughly € 50 million in the financial year 2016 and represents roughly 3% of the Group’s revenue in 2016. RHI and Magnesita are currently holding intensive talks with several potential buyers. All interested parties intend to take over the production sites and the related business for the long term and to develop them further.

The merger control clearance by the European Commission represents an important next step towards the planned closing of the transaction in early November. The pending approvals required for the closing of the transaction are the merger control clearance in Brazil and the approval of the cross-border merger (of RHI AG with its subsidiary RHI MAG NV in the Netherlands) by the RHI General Meeting.

“With today’s milestone, we have come significantly closer to the planned merger with Magnesita – and thus a globally leading company in the refractory industry which optimally combines the strengths of both companies,” explains Stefan Borgas, CEO of RHI and designated CEO of the future RHI-Magnesita Group.

The combination of RHI and Magnesita will enable the combined company to offer its customers an even more comprehensive range of services and thus provide added value. There is further significant value creation potential due to the realization of planned synergies and innovations based on the combined know-how of the companies.