Client: A4F - ALGAE FOR FUTURE, SGPS, SA / Project Vasco
Announcement Date: N/A
Signing Date: 29/09/2020
Closing Date: TBC
Type of Transaction:
Synopsis of the Deal: VdA advised ALGORA - Sustainable Investments, SGPS, S.A. (“Algora”) on the acquisition of the entire share capital of Solvay Portugal – Produtos Químicos, S.A. (“Target”), a company owned by Solvay Química S.L. (“Solvay”), a Spanish company which in its turn is owned by a Belgian company, Solvay S.A. The Target is a renown and historic industrial unit in Portugal, dedicated to the development of the production of sodium chlorate and hydrogen peroxide. Importantly, the Target is the only industrial unit currently producing hydrogen peroxide in Portugal, attributing a significant strategic value to the Target, considering recent studies that conclude for the critical importance of hydrogen as a source of energy production.
In the context of this transaction, a carve-out process of the H202 Activity of the Target to a newly incorporated company, for the purposes of owning and running the H202 Activity on behalf of Solvay (“NewCo”) will be carried on or around Closing.
The transaction included the negotiation of several commercial agreements. On the one hand, Solvay will provide services to the Target in relation to commercial support for the sale of sodium chlorate, product stewardship services and supply chain support services. On the other hand, the Target will supply the NewCo with hydrogen required for the H202 Activity and provide other related services (“Commercial Agreements”). The calculation of the consideration applicable to the Commercial Agreements will be based on a fixed and a variable component, being the total amount very significant in the context of this transaction.
Algora is controlled 52.5% by A4F Algae For Future SGPS, a biotechnology company dedicated to microalgae production, and 47.5% by Galtano Rodez SGPS SA, the controlling company of LusoAmoreiras S.A.
VdA’s assistance involved the preparation and negotiation of the relevant acquisition agreements and all corporate documentation in relation to this transaction as well as the Commercial Agreements. VdA’s knowledge of the Portuguese M&A market was instrumental in making this transaction run smoothly and very efficiently.
Target: Solvay Portugal – Produtos Químicos, S.A.
Country of Target: Portugal
Sellers (%) – Country: Solvay Química S.L. (Spain) - 100%
Purchaser/Investor (%) – Country: A4F - ALGAE FOR FUTURE, SGPS, SA (Portugal) – 100%
Deal Value (in local currency): Confidential
Financial Advice: N/A
Adviser (Parties Advised):
VdA Team Involved: