RHI AG’s shareholders approved the proposed resolutions with an overwhelming majority of more than 99.7% of the share capital represented at today’s extraordinary general meeting. “With this clear vote, we have been given a clear mandate for the combination of the two companies. The shareholders’ decision paves the way for a new, powerful company, which leads the global refractories market and also drives it with its innovations,” commented Stefan Borgas, designated CEO of RHI-Magnesita. The resolution was preceded by a unanimous recommendation for the combination by the RHI AG Supervisory Board including the employee representatives.
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.
At the end of the general meeting, Wolfgang Ruttenstorfer thanked the company’s CFO, Barbara Potisk-Eibensteiner, who will leave the company as of the end of August 2017, for her excellent work over the past ten years.
Overview of the transaction steps
At today’s general meeting, the two steps required for the reorganization under Austrian company law were approved: (1) the spin-off of all significant assets of RHI AG to its wholly-owned Austrian subsidiary RHI Feuerfest GmbH and (2) the subsequent cross-border merger of RHI AG with its wholly-owned Dutch subsidiary RHI-MAG N.V. As a result of the second step, RHI-MAG N.V. will become the group holding company. Completion of the acquisition by RHI-MAG N.V. of a controlling interest in Magnesita Refratários S.A. is scheduled to occur shortly after the merger becomes legally effective and after the ordinary shares of RHI-MAG N.V. (represented by Depositary Interests) have been admitted to listing on the Premium Segment of the London Stock Exchange. The new company will be managed by a European-Brazilian management team in Vienna.
Composition of the future Board of RHI Magnesita N.V.
After the merger has become legally effective, the company name of RHI-MAG N.V. will be changed to RHI-Magnesita N.V. The Board of RHI Magnesita N.V. will consist of 19 directors and will include two executive directors, the designated CEO Stefan Borgas and the designated CFO Octavio Lopes, as well as 17 non-executive directors, six of whom will be employee representatives. Seven of the remaining eleven non-executive directors will be appointed as independent directors in accordance with the UK Corporate Governance Code of the UK Financial Reporting Council. The following persons are planned for these appointments: Jim Leng (Senior Independent Director), Celia Baxter (Chair Remuneration Committee), John Ramsay (Chair Audit Committee), David Haines, Andrew Hosty, Wolfgang Ruttenstorfer, Karl Sevelda. In addition, Herbert Cordt (Chairman), David Schlaff, Stanislaus zu Sayn-Wittgenstein and Fersen Lambranho are planned to be appointed to the Board.
Next steps for the closing end of October 2017
After the resolutions of the general meeting, the management will focus on the further implementation of the planned steps for the combination of RHI and Magnesita. According to the time line, the closing of the transaction is scheduled for the end of October 2017. The main focus will be placed on meeting the merger control clearance requirements in Europe regarding the sale of three European plants, the preparation of the listing in the premium segment of the London Stock Exchange and the detailed planning of integration measures for the combination of the two companies.