19 September 2005
A consortium of investors (Consortium) led by Macquarie Bank Limited (Macquarie), today announced it was successful in its bid to acquire Dyno Nobel Holding ASA (Dyno Nobel Holding) for a total consideration of approximately US$1.7 billion.
Dyno Nobel Holding is a commercial explosives company headquartered in Norway and predominantly owned by Industri Kapital, a European private equity firm.
The Consortium intends to separate Dyno Nobel Holding into two entities. The Consortium will retain the Australian and North American businesses and the 50% interest in the DetNet initiation systems joint venture (Dyno Nobel). In a separate and distinct agreement, Orica Limited (Orica) has agreed to acquire Dyno Nobel Holding's Latin American, Asian and European, Middle Eastern and African businesses for US$685 million, subject to regulatory approvals being received. Completion of the Consortium's acquisition of Dyno Nobel Holding is not conditional on the Orica sale.
The Consortium will contribute equity of US$350 million, of which Macquarie will contribute US$75 million. The remainder of the acquisition will be funded by a combination of senior and subordinated debt provided by BOS International (Australia) Limited, National Australia Bank Limited and Royal Bank of Scotland Australia and other external sources.
The Consortium will explore a range of options for Dyno Nobel, including the potential for an IPO on the Australian Stock Exchange (ASX) in the first half of 2006. The Consortium intends to build the future management team for the new organisation around the current excellent management team of Dyno Nobel.
Macquarie's Chief Financial Officer, Mr Greg Ward, said: "Dyno Nobel is a leading supplier of explosives in several regions of the world. The company is the number one player in North America and a top two player in Australia.
The company and its management team have an impressive track record of growing the business, organically and through value enhancing mergers and acquisitions. As well as benefiting from the strong end user markets in mining and construction, there are significant opportunities for further performance improvement.
"This transaction demonstrates Macquarie's ability to invest alongside its clients to assist them in achieving their strategic objectives. In particular, the transaction will facilitate the expansion of Orica's Mining Services Group, and at the same time enable a number of co-investors to participate in this exciting investment opportunity."
The impact on the Bank's Tier 1 capital during the holding period is anticipated to be a decrease of 0.5% in Tier 1 and total capital. There is no significant earnings impact arising from the period of asset ownership.
The transaction is subject to regulatory and other approvals. Completion is expected by late November 2005.
Macquarie has acted as advisor and arranger to the Consortium on the acquisition.
Overview of Dyno Nobel:
Dyno Nobel is a leading player in both the North American and Australian explosives industries.
Dyno Nobel's primary products are ammonium nitrate based bulk explosives, packaged explosives and precision initiating systems. Dyno Nobel also offers transportation and storage services, as well as shot loading and technical services, including blast design, blasting and blast management services.
The company has strong relationships with its key customers which it services through its extensive distribution network. The majority of Dyno Nobel's customers are under long term contracts and operate in the iron ore, coal and metals mining industries and the quarrying and construction sector.
Dyno Nobel has five ammonium nitrate manufacturing facilities in North America and a 50% interest in the ammonium nitrate facility in Moura, Queensland. It also has twelve bulk facilities, seven initiation systems manufacturing facilities and four centres dedicated to research and technology.
Dyno Nobel's head office will be located in Sydney, Australia.
For further information please contact:
Macquarie Bank Limited
Tel: (612) 8232 5008
Mobile: (614) 1302 6309
Macquarie Bank Limited
Tel: (612) 8232 4102
Mobile: (614) 1069 9532