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Sinochem International to Acquire CNY 970 Million Agrochemical Assets from Sinochem Group

On 12th Dec 2014, the state-owned enterprise Sinochem International Corporation (Sinochem International) announced its purchase of a stake in several agrochemical companies owned by its parent company, the Sinochem Group. Sinochem Crop Protection Inc, a wholly owned subsidiary of Sinochem International is purported to have spent 970 million Yuan to purchase its stake in these companies. The move means all agrochemical business (except R&D) of the Sinochem Group will be consolidated under Sinochem International.

Sinochem Crop Protection intends to acquire the entire stake of Sinochem Agro for 650 million Yuan. Sinochem Agro is currently 51% controlled by Sinochem Corporation and the remaining 49% is held by Shenyang Research Institute of Chemical Industry (SRICI). The two stake holders will be paid 331 million Yuan and 318 million Yuan respectively. Sinochem Crop Protection is also trying to buy a 49% stake owned by Shenyang Sciencreat Chemical Co Ltd. (Shenyang Sciencreat) from SRICI for 303 million Yuan. As Sinochem Agro holds 51% stake of Shenyang Sciencreat, all of Sciencreat will controlled by Sinochem International after the transaction. Several overseas subsidiaries or share companies of Sinochem Group will also be acquired by Sinochem International transaction campaign:

  • Sinochem Agro Hong Kong Limited is 100% control by Sinochem Hong Kong (Group) Company Limited (Hong Kong Group) and Sinochem Crop Protection will acquire all of Sinochem Agro Hong Kong Limited (Sinochem Agro Hong Kong Limited) for 15.4 million;

  • Sinochem Agro Brazil LTDA (Sinochem Agro Brazil) is 20% owned by Hong Kong Group and 80% controlled by Sinochem Agro Hong Kong Limited. Sinochem Crop Protection will fully control Sinochem Agro Brazil by acquiring the 20% stake from Hong Kong Group for 180,900 Yuan;

  • Sinochem International Crop Care (Overseas) Pte. Ltd is a wholly owned subsidiary of Sinochem Crop Protection and the subsidiary will buy 10% stake of Sinochem Agro Argentina S.A (Sinochem Agro Argentina) from Sinochem Europe Holdings PLC for 1.55 million Yuan. The remaining 90% stake of Sinochem Agro Argentina S.A is owned by Sinochem Agro Hong Kong;

The total transaction cost for the complete purchase of Sinochem Agro, Shenyang Sciencreat, Sinochem Agro Hong Kong Limited, Sinochem Agro Brazil and Sinochem Agro Argentina will be 970 million Yuan. Sinochem International will then take over all agrochemical business (except the R&D division of SRICI) from its parent company the Sinochem Group.

Sinochem International also holds stakes of Nantong Jiangshan and Jiangsu Yangnong, which were both the major glyphosate producer. If calculate by share percentage, Sinochem owns glyphosate capacity of 26,000 tons per year.

To help understand the transaction details and relationships of the involved companies, ChemLinked illustrated them into the following two diagrams:

Transaction Details of Domestic Companies

Transferee

Transferor

Price(CNY)

Object

Sinochem Crop Protection

中化作物保护

Sinochem Cooperation

中化股份

331 million

51% stake of Sinochem Agro

51%中化农化股份

Sinochem Crop Protection

中化作物保护

SRICI

沈阳化工研究院

318 million

49% stake of Sinochem Agro

49%中化农化股份

Sinochem Crop Protection

中化作物保护

SRICI

沈阳化工研究院

303 million

49% stake of Shenyang Sciencreat

49 沈阳科创股份

Result: Sinochem Crop Protection takes 100% shares of Sinochem Agro and Shenyang Sciencreat

Transaction Details of Overseas Companies

Transferee

Transferor

Price(CNY)

Object

Sinochem Crop Protection

中化作物保护

Sinochem Hon Kong Group Company

(Hong Kong Group)

香港集团

15.4 million

100% stake of Sinochem Agro Hong Kong

中化农化香港

Sinochem Crop Protection

中化作物保护

Sinochem Hon Kong Group Company

(Hong Kong Group)

香港集团

180,900

20% stake of Sinochem Agro Brazil LTDA

中化农化巴西

Sinochem International Crop Care(Overseas)

中化作物海外

Sionchem Europe Holding PLC

欧洲集团

1.55 million

10% stake of Sinochem Agro Argentina

中化农化阿根廷

Result: Sinochem Crop Protection takes 100% shares of Sinochem Agro Hong Kong,  Sinochem Agro Brazil LTDA

 and Sinochem Agro Argentina

 

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