December 7, 2021

Recticel enters into a binding agreement with Carpenter on the divestment of its Engineered Foams business line

Regulated information, Brussels, 07/12/2021 — 06:58 CET, 07.12.2021

Binding agreement signed with US-based Carpenter Company, one of the world’s largest integrated polyurethane foams producers
Cash consideration based on an enterprise value of EUR 656 million on a cash and debt free basis
Strong strategic fit, highly complementary geographic presence and product offerings
Transaction subject to customary closing conditions and employee information and consultation procedures

Following the authorisation given by the shareholders during the Special General Meeting of 06 December 2021, Recticel announces that it has entered into a binding agreement to sell its Engineered Foams business line to the US-based privately owned Carpenter Company (“Carpenter”).

Under the terms of the agreement the Engineered Foams business line – including the formerly Nordics Bedding activities -, will be sold to Carpenter for an enterprise value of EUR 656 million. The share purchase agreement pertaining to non-French assets of the Engineered Foams division was signed immediately after the shareholders’ meeting. Regarding the French assets of the Engineered Foams division, Recticel is following customary employee information and consultation procedures, to be completed before a decision is taken. The confirmatory due diligence has been finalised. The transaction is expected to be closed around mid-2022, subject to customary closing conditions, including anti-trust clearances and employee information and consultation procedures in the relevant jurisdictions.

The net proceeds after transaction costs are expected to amount to EUR 606 million subject to customary closing adjustments. An amount of about. EUR 35.8 million IFRS 16 liabilities will be transferred as well. The Board of Directors will review at a later stage options for the use of proceeds from the sale of the Engineered Foams business, including a potential partial distribution to shareholders.

Recticel’s Engineered Foams business line develops and produces durable solutions for a wide variety of customer needs in areas such as silencing, sealing, filtering, carrying, protecting, supporting and comforting. In general, it focuses on the production, transformation and commercialisation of predominantly customised, semi-finished products in flexible polyurethane foam. The Engineered Foams activities currently consist of 34 manufacturing locations spread over 4 continents (Europe, North Africa, Asia Pacific and the USA), employing around 2,754 people. In 2020 the business line generated total pro-forma sales of EUR 562 million, excluding the Nordic bedding activities (EUR 15 million).

Carpenter Company, founded in 1948, is privately owned and headquartered in Richmond, VA (USA). Carpenter is a global, diversified and world class chemical company and one of the largest integrated producers of polyurethane foams. It employs around 4,300 employees and has worldwide some 56 production sites. Carpenter, with 2020 annual sales of around USD 2 billion, intends to further develop its flexible foams activities by complementing its existing product offering with technical foams, and expanding its customer base and geographic reach.

Olivier Chapelle (CEO of Recticel): “I was particularly honoured by the huge mobilisation of our shareholders at our Special General Meeting on 6 December as well as by the clear majority of their votes casted in favour of the proposed sale of our Engineered Foams business line to US-based Carpenter Co. This support comforts me and the Board of Directors that the proposed divestment was the best option to safeguard the potential of the business and our employees, as well as the interests of our wide shareholder base. I can’t better express my gratitude for the confidence given by our shareholders in our strategy.

I am also confident that we have found, with Carpenter, a new owner with the commercial and industrial capabilities to leverage the full potential of our Engineered Foams proprietary technology and highly qualified teams. Our Engineered Foams employees and customers will find in Carpenter a truly dedicated player in the global foams markets. The complementarity in terms of product range and geographical presence clearly offers a lot of opportunities for end-consumers, retailers and employees.”

Brad Beauchamp (CEO of Carpenter): “We are very honoured and excited about today’s announcement. The acquisition of Recticel’s Engineered Foams business will without doubt significantly strengthen our global position in the European, Asian and US foams markets. Recticel’s strong know how in technical foams, its excellent R&D track record and the outspoken complementary product offering will allow our company to become a much more diversified group with an expanded geographical reach. We are confident in our ability to execute and complete the transaction within the shortest possible timeframe and look forward to integrate successfully Recticel’s Engineered Foams business and teams in order to deliver enhanced value for our customers.”

https://www.recticel.com/recticel-enters-binding-agreement-carpenter-divestment-its-engineered-foams-business-line.html-0

December 6, 2021

MOL Group Polyol Project Update

Polyol

1. Polyol Complex

Project overview

MOL Petrochemicals is expanding with the construction of a new polyol complex that is unique in its region.

This EUR 1.3 billion development in Tiszaújváros is the largest single organic investment in the history of MOL Group. The plant will use the most advanced, safest, and most environmentally friendly technology currently available on the market to produce this versatile material.

Polyol is an innovative and highly sought-after commodity chemical, for which the demand will continue to grow in the upcoming decades. lt is the base component of polyurethane, a polymer used by various industries including the construction, insulation, furniture manufacturing, automotive and textile industries.

This will make MOL Group the first company in the CEE region to have a fully integrated value chain from crude oil to polyol production.

From 2020 spring, Polyol Project, faced some challenges, caused by COVID-19. The program was not stopped but it was affected by logistics and supply chain constraints related to the lockdowns implemented by governments around the world to fight the Coronavirus. However, the overall project implementation has progressed and reached 75%; the engineering phase ended, and the procurement is also almost in the finish line. We reached an important milestone in 2020 by shipping all the critical equipment to the site on waterways and via road shipment.

MOL, alongside the engineering, procurement and construction contractor, estimates that the project completion will be shifting to the second half of 2022 (originally H2 2021) and as a result of the delay the total capital expenditure may increase to around EUR 1.3 bn (originally EUR 1.2 bn).

The project in figures

Construction on the EUR 1.3 BILLION plant started in 2018 and will be completed by thyssenkrupp in the second half of 2022.
The complex’s capacity will reach 200,000 TONNES annually.
The petrochemicals complex will be automated and run on state-of-the-art technologies, while providing jobs to a QUALIFIED STAFF OF 200.
MOL Group will invest USD 4.5 BILLION in the regional petrochemical business development by 2030.

Project status

Logistics

The equipment and modules of the polyol complex have been manufactured at several locations of the world. Most of the equipment could not be carried on the road due to their weight and size, so the waterway was chosen for their transport. When planning the transport, it had to be considered that – based on the data of the last 15 years – the water level of the Tisza is suitable for such transports only for a short period of the year. Since November 2019, a total of 65 equipment has “sailed” on the Tisza, weighing between 10 and 400 tons, and ranging in size from a few meters to 45 meters. The last giant equipment delivered to Tiszaújváros on the river Tisza arrived in May 2020. During the six months, the water level of the Tisza decreased 3 times to such a level that deliveries had to be temporarily stopped.

Ready-made units arrived from Thailand and other equipment from many countries around the world from Spain to China. The sea shipments arrived in Konstanz on the Black Sea, from where the equipment was sailed on river trains on the Danube and the Tisza to Tiszaújváros. The rest of the shipments started from Genk, Belgium, from where the Rhine, Main, Rhine-Main-Danube canals, Danube, and Tisza routes were used for river transport.
A new temporary port had to be built on the banks of the Tisza, where a heavy-duty crawler crane lifted the loads onto special transport vehicles. The shipments reached the construction site from the port on a dedicated road.

Given that the Tisza is not navigable throughout the whole year, certain pieces of oversized equipment were transported from the Danube port in Budapest to the Tiszaújváros site by road, including a 72m long propane-propylene splitter column, which was a logistical feat in itself.
Some interesting things:

longest equipment: 45 meters
heaviest equipment: 404 tons
Total weight of delivered equipment: 5,500 tons

Construction

After a challenging year where the pandemic has made the operation and implementation of the supply chain significantly more complicated, three-quarters of the Polyol Project implementation has been completed. The epidemic reached the project in a more labor-intensive phase. Its impact affected the second half of the year. Apart from this, MOL performed well in many areas of the project. Thanks to the multi-year logistics planning and the coordinated deployment of special equipment for heavy-duty transport, nearly 100 items, more than 100-ton, arrived on site in time from overseas and from many parts of Europe. The construction design, which continuously delivers the plans needed for the construction, is fully completed. Slowly, procurement tasks are also reaching their ends.

At present, the steel structure, pipe installation works, and prefabrication and installation of tanks are underway. Our partners completed the public utility supply points. Several on-site public utility service facilities are ready for commissioning. Although the focus of the project is still on the continuation of the construction, the experts of MOL and the main contractor are also going to start the preparations for the commissioning process.

The project in figures:

400 km of electric cable was used to build the electricity network
More than 9800 tons of steel were used during the building of steel structures
71,000 m3 of concrete was used during the construction
600 technological equipment were assembled
Nearly 2,000 of MOL colleagues are working on the project
6 million hours worked (from October 2018)
investment value: EUR 1.3 billion

Capabilities

R&D Centre

MOL has opened a new polyol research and development centre, named after György Mosonyi, the former CEO of MOL, in Százhalombatta, Hungary. To ensure the successful operation of the Polyol complex, it is essential to develop products that meet the requirements of MOL’s future clients, test their quality and application performance and provide technical support to them. The experimental reactor system, which is the most modern in the world, will help support these activities. MOL has modern equipment to provide results that are in line with industry standards and a highly qualified technical support staff. Engineering colleagues specializing in various fields of application will work alongside our sales team with our existing portfolio. Their tasks include technical support for clients, preparation of experiments on-site for the clients, and monitoring and assessment to ensure that the company can meet the expectations of the clients at the highest possible level.

MOL have focused on the market in Central and Eastern Europe, with a wide range of machinery and a significant focus on analytics and application technology. New, modern equipment to provide results that are in line with industry standards. From an international perspective, it is essential that MOL team can fulfil customer service tasks, this means it is their job to initiate, build and nurture relationship with future clients. The team will also be responsible for dealing with customer complaints.

The unique experimental reactor system was supplied and commissioned by thyssenkrupp Industrial Solutions. 90% of the other assets in the project were procured from Hungarian suppliers. Besides, MOL and Thyssenkrupp have entered into a joint agreement on the research and development of different polyol grades and the comprehensive assessment of experimental materials. MOL support the applicability of the formulations through the findings of analytical assessments and application tests. MOL’s long-term goal is to develop polyol grades that consider the changing needs of the clients and are valuable on the market.

By the start-up of the polyol complex the Polyol R&D project will develop at least 10 polyols with significant market potential based on preliminary evaluations, using a modern technology that is a pioneer in the field of polyols. These products will be manufactured and launched on the market after the startup of the polyol complex in Tiszaújváros.

These initiatives are a part of MOL’s commitment to a new-era operational model, where a diversified petrochemical product portfolio, with the new, state-of-the-art Polyol production assets at its heart, and sustainable business operations, will enable it to create value for its partners and customers.

MOL is committed to being among the first-choice suppliers of its customers, partnering with you in your success story.

The R&D center was handed over in December 2020. The center was named after György Mosonyi (1949-2018), late CEO of MOL.

György Mosonyi began his career at ÁFOR, MOL’s predecessor, before gaining further experience working for Shell. He returned to MOL in 1999. He was the CEO until 2011, as well as a Member of the Board. He was also the Chairman of the Board of TVK until 2015. From 2011 to 2018, he was Chairman of the MOL Supervisory Board. Under his leadership, MOL became the majority owner of Slovnaft, acquired shares in INA and began a number of foreign explorations.

Milestones

Groundbreaking Ceremony

The foundation stone for the Tiszaújváros polyol plant has been laid on 27 September 2019.

Zsolt Hernádi, Chairman and C-CEO of MOL Group, Dr. Sami Pelkonen, CEO Chemical & Process Technologies at thyssenkrupp Industrial Solutions, Ferenc Koncz, Member of the Hungarian Parliament and Mihály Varga, Finance Minister, took part at the foundation stone laying ceremony.

“This investment project will make MOL Group one of the most important players in the region’s chemical industry, with MOL being the only Central and Eastern European company to control the entire value chain from crude oil extraction to polyol production,” said Zsolt Hernádi. – “Once commissioned in 2021, the plant will further enhance the position of Tiszaújváros in the chemical industry, as the expertise and the new production infrastructure established here may attract additional investors to the area.”

“Today marks an important step for the transformation of the chemical industry in Hungary as well as for the cooperation between MOL and thyssenkrupp,” said Dr. Sami Pelkonen. ”With its Vision 2030, MOL is pursuing an ambitious growth agenda. We are proud and sustainably committed to support this vision and to contribute with our technologies and know-how to an innovative and sustainable chemical sector.”

R&D opening

As the Polyol Project progressed, MOL has regularly informed its potential partners on the phases of construction. In December of 2020, MOL was able to tell its clients that the highly important György Mosonyi Research and Development Centre is ready. For the occasion, a meeting was organised with MOL’s clients. The event was held online due to the pandemic. Most of the invitees came from MOL’s future partners across Europe. Hungary only represents a small part of the European market, with Germany, Poland, Italy and Turkey among the countries with the greatest demand for this material.

We are so proud of the significant number of guests were watching online. If you would relive the best moments of the event you can watch it here.

https://molgroup.info/en/products-and-services/petrochemicals/polyol

December 6, 2021

MOL Group Polyol Project Update

Polyol