Kazakh state-held KazMunaiGaz, the majority shareholder of the Rompetrol group, could launch an offer ranging from 40 to 80 million euros to take over the 25% minority stakes in Rompetrol Rafinare (Rompetrol Refining), holder of the Petromidia refinery, with the value of the offer to depend on how the offer price will be calculated.
The largest tender offer on the Stock Exchange in the last few years could also set off a scandal, with the minority shareholders asking for as high a price as possible, while the Kazakhs are seeking to pay as little as possible.
The offer price could climb to 0.062 RON/share (the shares' book value), 20% above the latest market price of 0.0512 RON/share, considering the value of the equity capitals in the company's individual balance sheet on June 30, which puts the offer at 76 million euros.
On the other hand, according to the consolidated balance sheet, equity capital amounts to 0.038 RON/share, below the current market price. Regulations of the CNVM (National Securities Commission) on the accounting standards used for setting the price are not very clear.
Minority shareholders include large investment funds, such as Julius Baer and QVT, which remained captive after buying shares at high prices in 2006 and 2007.
At the beginning of the year, QVT requested that the Rompetrol group put out a tender offer for minority stakes, asking for a price of around 0.1 RON/share. If the Kazakhs' offer is not to the liking of minority shareholders, they could take the Kazakhs to court.
RRC shares have risen by 170% since the beginning of the year. The Rompetrol Group controls 75% of Rompetrol Rafinare, which is valued at 257 million euros.
In June KazMunaiGaz bought the remaining 25% stake held by businessman Dinu Patriciu in Rompetrol. After buying the Petromidia refinery in 2000, Patriciu restructured it within Rompetrol, and in 2007 sold the whole group to the Kazakhs.
Petromidia's problem remains the 600 million-euro debt to the Romanian state, which needs to be paid by the Kazakhs next year.
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