For the purposes of simplifying St1 group's structure and administration, enhancing the efficiency of the group's operations and for ensuring long-term product supply and logistics, St1 group has prepared an intra-group reorganisation, whereby St1 Group Oy would merge into its sister group St1 Nordic Oy.
The boards of directors of both companies have today on 8 June 2017 resolved to approve the merger plan, according to which all the assets and liabilities of St1 Group Oy would be transferred without liquidation proceedings to St1 Nordic Oy. The shareholders of St1 Group Oy would receive as merger consideration a total of 18,737,118 new class A shares without nominal value in St1 Nordic Oy in proportion to their ownership, after which the total number of class A shares in St1 Nordic Oy would increase to 38,787,118 shares, while the total number of class B shares would remain at 4,912,285 shares. No other merger consideration would be given in connection with the merger.
All the shareholders of both companies have today on 8 June 2017 also unanimously resolved to approve the merger. The merger plan is expected to be registered with the Finnish Trade Register as soon as possible. The expected implementation date of the merger is 31 December 2017.
St1 Nordic Oy has on 4 June 2014 issued senior unsecured EUR 100 million fixed rate notes (ISIN FI4000097191) that are subject to trading on First North Bond Market Finland, a multilateral trading facility operated by Nasdaq Helsinki Ltd. As a part of the merger's preparatory measures, St1 Nordic Oy shall, in the near future and in accordance with the terms and conditions of the notes, initiate a written procedure of the holders of the notes, in which the noteholders' consent for transferring certain liabilities of St1 Group Oy into St1 Nordic Oy is requested. The liabilities to be transferred and subject to the consent request consist of a credit line from Credit Suisse AG and the related security and guarantees.
Following the implementation of the merger, St1 Nordic group's combined revenue is expected to amount to approximately EUR 5.5 billion. For the financial year 2016, indicative combined EBITDA is EUR 342 million, equity EUR 630 million and net debt EUR 206 million. The merger is not expected to weaken the financial standing of the group or have the effect of jeopardising the repayment of its debts.
For further information, please contact
Kim Wiio, CEO, +358 10 557 11
Kati Ylä-Autio, CFO, +358 10 557 5263
St1 is a Nordic energy group whose vision is to be the leading producer and seller of CO2-aware energy. The company researches and develops economically viable, environmentally sustainable energy solutions. St1 consists of two sister groups: St1 Nordic focuses on fuels marketing activities in Finland, Sweden and Norway and on renewable energy solutions such as waste-based advanced ethanol fuels and industrial wind power. Company has 1400 St1 and Shell branded retail stations in Finland, Sweden and Norway. The sister group St1 Groupfocuses on oil refining. Headquartered in Helsinki, the company employs currently more than 700 people in Finland, Sweden and Norway. www.st1.eu