Trakcja Polska SA, the leading rail infrastructure construction group listed in Poland, Tiltra Group AB and AB Kauno tiltai (jointly the “Tiltra Group”), regional transport infrastructure construction group which home markets are Poland and Lithuania, and Comsa Emte – majority shareholder of Trakcja Polska SA, and shareholders of Tiltra Group signed an agreement on merger of activities of Trakcja Polska and Tiltra Group and setting out the principles of creating a joint capital group which is envisaged to adopt the name Trakcja Tiltra.
Total transaction value amounts to PLN 777.536 million. Comsa Emte and shareholders of Tiltra Group agreed that Comsa Emte will maintain its position as a strategic partner of joint group (further referred as Trakcja Tiltra).
Trakcja Polska published an announcement on the Warsaw Stock Exchange, Invalda submitted news release to the NASDAQ OMX Vilnius Stock Exchange. More information is also provided in a joint press-release of Trakcja Polska and Tiltra Group.
Current Invalda stakes in AB Kauno Tiltai and Tiltra Group are valued at PLN 314 million: Invalda will acquire 12.5 per stake in increased capital of Trakcja Polska valued at PLN 132 million, Trakcja Polska bonds worth PLN 118 million, will get cash of PLN 62 million (before costs related to the transaction) and warrants valued at 2 million allowing to subscribe to 19 million new Trakcja Polska shares for issue price of PLN 6.
The deal is expected to be closed in Q1 2011. The transaction will be completed once conditions precedent specified in the agreement are fulfilled.
„Trakcja Polska and Tiltra Group merger reveals the value of our assets in a road and bridges construction sector“, – said Darius Šulnis, the President of a leading Lithuanian investment company Invalda, which owns 44,78 per cent stake in Tiltra Group and 43,36 per cent stake in Kauno Tiltai.
Current shareholders of Trakcja Tiltra will be as follows:
– Comsa Emte with c. 35 % of shares, what means maintaining its position as the strategic partner;
– Current Tiltra Group shareholders with c. 31% of shares (including AB Invalda with 12.5%);
– Other shareholders currently being shareholders of Trakcja Polska with remaining c. 34 %.
About Comsa Emte (www.comsaemte.com)
Comsa Emte is the second largest privately held Spanish group in the infrastructures and technology sector. Comsa Emte holds 50.6% of Trakcja Polska’s shares. The group has a turnover of more than €2 billion for the year 2009, over 9,000 employees and is present in 14 countries. Comsa Emte operates in four business areas: Infrastructures, Environment, Services and Logistics, Engineering and Systems, Concessions and Renewable Energy.
About Trakcja Polska (www.trakcjapolska.com)
Trakcja Polska group is one of the leading groups on the Polish rail infrastructure construction market. It consists of a holding company Trakcja Polska, PRKiI, Bahn Technik, PRK 7 Nieruchomości and Torprojekt Sp. z o.o. The Group generated a turnover of more than 700 million PLN for the year 2009 and employed over 1,000 persons. Trakcja Polska renders construction and assembly services for railway and tram infrastructure projects.
About Tiltra Group (www.tiltra.com)
Tiltra Group is the regional infrastructure construction group operating in Poland and Lithuania. The group is specialised in the construction and reconstruction of roads, bridges, airports, tunnels, railways and ports and utilities infrastructure. Currently it employs about 2,500 people. In Poland, Tiltra Group owns two major groups of construction companies – Poldim based in Tarnow, and PEUiM headquartered in Białystok. In Lithuania, Tiltra operates the largest construction group Kauno tiltai. Tiltra Group had a turnover of over PLN 1.2 bn for the financial year 2009/2010 (ended on 31st March) of which 70% came from its Polish operations. Combined EBITDA of Tiltra Group for the above period amounted to PLN 127 million and net profit to PLN 59 million.
About Invalda
Investment company Invalda was established in 1992. The goal of the company – steady long term growth, successful activity development and high long term financial return to the shareholders.
Invalda group companies acts in Poland and Lithuania.
Invalda AB shares have been listed since December 19, 1995 (then – at National Stock Exchange). From the January 1, 2008 the company’s shares have been on the Main List of NASDAQ OMX Vilnius stock exchange.