TDJ Group has taken control of Kopex SA The largest acquisition in the history of the sector is completed.

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Taking control of Kopex SA by TDJ Group owned by Tomasz Domogała completes the largest acquisition in the machinery industry in Poland. The transaction worth 880 million will allow to continue the restructuring of Kopex Group, which will eventually enable to connect its assets with FAMUR Group. A long-term intention is to build a strong supplier of comprehensive solutions for the mining industry, operating on a global scale.

The agreement concluded yesterday (i.e. 1 December 2016), between Kopex Group Companies, a subsidiary TDJ SA and seven banks, serves to restructure the debt of Kopex SA At the same time, it means that the last precondition has been met for the acquisition by the subsidiary TDJ SA  of the majority of Kopex SA shares.

– Taking control of Kopex SA by TDJ is a big day for our company and an important event for the mining-related industry. We have achieved the goal we have pursued consistently for many years. We have opened the path to link the potential of Famur and Kopex, whose goal is to create a strong Polish company, which is successful in the mining machinery sector on a global scale. I would like to express my sincere word of thanks for all those who with their work, decisions and commitment have contributed to the realization of today’s transaction – says Tomasz Domogała, the Chairman of the Supervisory Board of TDJ SA

– The signing of the agreement ends the several years’ rivalry between two largest companies in the hinterland of the Polish mining industry. Kopex and FAMUR competed and cooperated for a long time, and from now on they will be able to better pursue common objectives as they both have the same major owner. I am glad to leave Kopex Group under a good care. I share the view that consolidation is an opportunity for the Group of TDJ, Kopex and Famur to create a national champion that strengthens the Polish mining in technological terms and boldly enters the foreign markets. I wish all the best to Tomasz Domogała -says Krzysztof Jędrzejewski.

TDJ SA used solely own funds for the acquisition of the majority of shares of Kopex SA, at the same time taking over the risks associated with the financial situation of Kopex Group. TDJ acquired 10% shares in Kopex SA in January 2014, and then it increased its involvement to almost 33% shares in May 2016. Today’s transaction increases the share package owned by TDJ to 66% shares and gives TDJ the control over Kopex Group. TDJ also owns 72% shares in FAMUR SA

-The most important challenge we are facing right now is to regain profitability of Kopex Group and fill out all obligations towards the financial creditors of the company in accordance with the financial restructuring agreeement. In the near future we are also going to commence our work on the creation of an optimum model for the potential integration between Kopex Group and FAMUR Group, so that already at the beginning of next year this process could be started,- says Tomasz Domogała, the owner of TDJ S.A.

The agreement concluded sets out the general terms for the debt restructuring of Kopex Group. The agreement relates, among other measures, to loans and guarantees granted to Kopex SA by the banks PKO BP SA, Pekao SA, ING Bank Śląski SA, BGŻ BNP Paribas SA and HSBC Bank Polska SA The total value of liabilities amounts to approx. PLN 620 million.

The main challenge for TDJ will be to continue the operational restructuring program for Kopex, which was started a few months ago. The implementation of the program is necessary on account of the company’s situation and the need for rapid restoration of profitability. The plan for combining the potential of Famur and Kopex will be developed in the first quarter of 2017. The products of both companies are available on the markets in 30 countries on five continents. The total value of the companies’ exports in 2015 and the first half of 2016 amounted to nearly PLN 1 billion.

– The transaction completed by TDJ SA as well as its form gives us an opportunity for further dynamic growth. As a result, our main task will be to focus on the key operating issues which facilitate development, and then on an effective implementation of the integration project. A number of other obligations, typical for such complicated transactions, shall remain on the part of our majority shareholder. Having regard to today’s market environment, even the use of Kopex potential is a huge challenge. I am convinced that we have the necessary experience gained in the course of previous acquisition processes as well as adequate resources, to effectively carry out the process of consolidation, – says Mirosław Bendzera, the Chairman of the Board of FAMUR SA

– The project is a part of the global consolidation trend present in our industry that could be observed in recent years in Germany, the United States and Ukraine. It will allow us to offer the broad portfolio of products and services, and the market-specific procedural models, developed over the years. This is a huge potential that allows to create a strong  Polish company, with modern and competitive offer, which is ready for the implementation of complex mining and energy projects. Thus, we will be able to intensify the implementation of the Go Global foreign expansion program and compete effectively in the global market – he adds.

Enterprise Value of the transaction amounted to approx. PLN 880 million, which comprised the Company’s debt in the amount of approx. PLN 620 million and its capitalization in the amount of approx. PLN 260 million.