Date
Author
Ирина ЦЫРУЛЕВА; Николай ГОРЕЛОВ
Source
Preserved copy
Translated material
The plans coincided
Mikhail Prokhorov decided to sell his stake in Norilsk Nickel to Vladimir Potanin
The two main owners of Norilsk Nickel, the world's largest producer of nickel and palladium - Vladimir Potanin and Mikhail Prokhorov - yesterday appeared to have reached a consensus on how to divide the metals company. Interros, which represents the interests of Mr. Potanin, and Mikhail Prokhorov’s Onexim group yesterday sent proposals to each other, according to which Mr. Prokhorov would sell his stake in Norilsk Nickel (at least 25% plus one share) to structures in -on Potanin. The company’s capitalization based on yesterday’s trading on the RTS amounted to $53.1 billion, which means that if the deal goes through, it could become the largest in recent Russian history (now, as we know, the leadership is held by Gazprom, which bought “ Sibneft" from the structures of Roman Abramovich and his associates for $13 billion).According to official data recently published in Norilsk Nickel's investment memorandum, Mr. Prokhorov is the ultimate beneficiary of 28.2% of the company's shares, and Mr. Potanin is the ultimate beneficiary of 25.3% of the shares. The former partners each own 3.7% of the shares through KM Invest CJSC (which they own on a parity basis), and these shares, according to Interros, are not discussed in the proposals of both parties.
As stated in the message of the Onexim group, Mr. Prokhorov is ready to sell Mr. Potanin within 45 days the 25% stake in Norilsk Nickel owned by Onexim plus one share for $15.7 billion. This amount is the sum of the weighted average market prices over the last 30 days, which, according to the group’s calculations, amounted to $293.6 per share, plus a market premium of 12.5% (based on the results of yesterday’s trading on the RTS, the company’s share cost $283).
“This offer was made on the following conditions: Interros Holding Company must accept the offer of preemptive purchase of shares from the Onexim group within 30 calendar days and complete the purchase and sale transaction of shares within 45 calendar days from the date of receipt of the offer; ...the package must be purchased for cash; the right of first refusal to purchase the stake owned by the Onexim group was granted exclusively to Vladimir Potanin and the persons controlled by him.”
In turn, Interros General Director Andrei Klishas told reporters that Interros sent a proposal to the Onexim group about its readiness to buy all shares of Norilsk Nickel directly owned by Mr. Prokhorov’s structures: within 30 days, agree on a price, and if this does not happen, hire two foreign investment banks to evaluate the shares.
A Onexim representative explained the reason for putting forward his proposal to Vremya Novostey as follows: “We are consulting with many companies. There is great interest in our package in the market. Therefore, the Onexim group considered it correct to first offer its stake to Interros. At the same time, the company emphasized yesterday that it had not yet received a response from Interros.
Mr. Klishas, in turn, said: “We offer Mikhail Prokhorov and his companies to sell all their shares in Norilsk Nickel at a fair market price.” After Onexim’s proposals arrived at Interros, he says, “it became clear that our plans coincided,” and therefore the parties will begin negotiations on the deal in the coming days. Mr. Klishas claims that the deal can be financed using both equity and borrowed funds. Moreover, he indicated that there is already an agreement with Russian and foreign banks on lending.
Norilsk Nickel seems to be the most difficult asset in the process of dividing the business of both partners. According to the initial agreements, a controlling stake in the company was to go to Mr. Potanin, and the energy assets separated from the MMC were to go to Mr. Prokhorov (he planned to merge them into his own holding company by the end of the year). But in the spring, Mr. Prokhorov left the post of general director of Norilsk Nickel. And in June, at a meeting of shareholders, he was not elected to the company’s board of directors.
After this, the process of dividing assets by businessmen stalled. A source close to Interros claims that the reason for the disagreement was Mr. Prokhorov’s position regarding the fate of electricity assets. The fact is that the management of the Onexim group repeatedly stated in the summer that it was not satisfied with the composition of the assets that were supposed to be allocated to the new Energo-Polyus structure. That’s why Mr. Prokhorov spoke about his intention to block the spin-off process at an extraordinary meeting of the company’s shareholders on December 14. Interros considered the threats to be quite real, the source says, and therefore preferred to buy the shares of Norilsk Nickel from Mr. Prokhorov. Moreover, the cost of a separate energy company, he believes, will be higher than the price of energy assets as part of Norilsk Nickel.
Thus, if Messrs. If Potanin and Prokhorov still manage to agree on the fate of Norilsk Nickel shares, it is likely that other previously reached agreements will be respected. For example, control over Polyus Gold and Energo-Polyus will go to Mr. Prokhorov. The only question is whether he will need them.