Update – Shares of ESSO dip as BCP’s acquisition price is 8.84 Baht/share, well below current trading price

Shares of Esso (Thailand) Plc – ESSO, dipped by nearly 14% in early trade this morning after the deal announced by rival Bangchak Corporation Plc (BCP) to acquire it entire refining and service stations business was well below the trading price in the market.

Shares of ESSO dipped as low as 9.25 Baht or down 16.67% as trading of the shares started only to receover slightly to be trading at 9.55 Baht or down nearly 14% by 10.30 hrs.

“The acquisition values ESSO at a fixed enterprise value of 55.5 billion Baht, subject to agreed adjustments, which implies an indicative price of 8.84 Baht per share based on Q3 2022 financials,” Bangkchak said in a statement released.

BCP, one of Thailand leading refinery and service station, announced earlier this morning that its board of directors had approved the long-rumored purchase of its rival refinery and service station operator – Esso (Thailand) Plc – ESSO, although the transaction is set to be completed in about 1-year time.

Shares of BCP were up nearly 7% trading at 34 Baht a piece.

BCP, which has benefitted from the rising oil refining margins over the past 1-year, was rumored to be in talks with ESSO to acquire the assets for weeks before the announcement was made.

The transaction is fully funded via a secured bank loan and BCP’s cash on hand. The final purchase price per share will only be determined at completion and will be calculated based on latest audited or reviewed financial statements on the completion date. As part of the transaction, ExxonMobil will retain the finished lubricant and chemical marketing businesses.

BCP and ESSO today came out to announce on the Stock Exchange of Thailand (SET) that they had reached an agreement to enter a share purchase agreement whereby BCP would acquire all the shares held by ExxonMobile Asia Holding and thereafter BCP would have to make a tender offer for the remaining shares from the retail investors.

ExxonMobile Asia held 65.99% stake in ESSO as of end of September 2022, and BCP said that it would undertake a tender offer for the remaining 34.01% stake that it would not get from ExxonMobile Asia.

No purchase price was indicated by either BCP or ESSO, with BCP saying that the purchase price of the transaction would be subject to various conditions that was set forth. The price would also depend on ESSO “obtaining waiver of the requirement of restrictions specifically required under Refinery Expansion Agreement dated December 27, 1991, from the Ministry of Energy.”

BCP also said that such price would also depend on it being able to obtain applicable anti-trust approvals, and from shareholders meeting. All this process, BCP said, could take up to 12-months to complete.

ESSO on the other hand said that ExxonMobile Asia had entered an agreement to share purchase agreement, but the deal does not include the original equipment manufacturer (OEM) lubricant, nor does the chemical marketing business.

ESSO said that the transaction is expected to ‘occur’ by 2nd half of 2023 but would take 12 months to complete.

ESSO also said that the agreement would grant the use of ESSO brand for up to 2-years for retail gasoline business as BCP gradually transforms the current locations of gas stations.

The acquisition of ESSO would help BCP see its gasoline service stations rise to 2,140 stations from 1,340 across the country and would bring BCP close to 2,473 gas service stations that its rival PTT Oil & Retail Plc (OR) has as of end of September 2022.

Meanwhile the refining capacity of BCP after the acquisition of ESSO will double to 250,000 barrels per day from the current 120,000 barrels per day, Bangchak, has already said that it was refining 125,000 barrels of oil each day although its installed capacity is 120,000 barrels/day.

The transaction, which entails a 174,000 barrels per day complex refinery, a network of distribution terminals, and over 700 service stations, will provide BCP with important catalysts for further growth and margin improvement, BCP said in a statement.

“With a combined nameplate capacity of 294,000 barrels per day and a network of 2,100 service stations, the company will not only benefit from a complementary refining portfolio providing fuel supply security and optionality but will also be able to offer a more comprehensive customer service through the enlarged footprint of service stations nationwide,” BCP said.

“This investment is a step towards greater energy security, balancing our long-term strategy with energy affordability and sustainability. I believe this transformational transaction marks the beginning of a new chapter for BCP and for Thailand,” Chaiwat Kovavisarach, Group Chief Executive Officer and President, BCP said.

“The exchange of knowledge and technology will enhance employees’ skills and capabilities, which will help to strengthen the business and deliver the best customer experiences and prepare the Group for a move towards energy transition,” he added.

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