Methanex Corporation (“Methanex” or the “Company”) (TSX:MX)
(NASDAQ:MEOH) announced today that it has entered into a definitive
agreement to acquire OCI Global’s (“OCI”) international methanol
business for $2.05 billion. The transaction includes OCI’s interest
in two world-scale methanol facilities in Beaumont, Texas, one of
which also produces ammonia. The transaction also includes a
low-carbon methanol production and marketing business and a
currently idled methanol facility in the Netherlands.
“This is a unique opportunity to create value by
acquiring two highly attractive North American methanol assets that
will further strengthen our global production base and we expect it
will be immediately accretive to free cash flow per share,” said
Rich Sumner, President and Chief Executive Officer of Methanex.
“The Beaumont plants benefit from access to North America’s
abundant and favourably-priced supply of natural gas feedstock, and
are expected to increase our global methanol production by over 20
percent.”
“We believe the transaction will provide
significant long-term value to Methanex shareholders while aligning
with our strategic objectives of industry leadership, operational
excellence, and financial resiliency,” said Mr. Sumner. “From an
operating perspective, we have a shared culture of safety and
operational excellence, and we expect the OCI team will help us
build new skills in ammonia while enhancing our capabilities in the
evolving business of low carbon methanol production and
marketing.”
Nassef Sawiris, Executive Chairman of OCI,
added, “We are pleased with the opportunity to achieve a
significant ownership position and are highly confident in
Methanex’s ability to create enduring value for shareholders. As
the global leader committed to safety and operational excellence,
we identified Methanex as the natural owner of OCI Methanol at the
outset of our strategic process, which we initiated in the spring
of 2023.”
Strategic fit that enhances Methanex’s
asset portfolio
OCI’s methanol business enhances Methanex’s
asset portfolio with highly attractive assets in a low-risk
jurisdiction that has an ample and economic supply of feedstock
natural gas.
As part of the transaction, Methanex expects to
achieve approximately $30 million of annual cost synergies from
lower logistics costs and lower selling, general and administrative
expenses. Methanex anticipates low integration costs because of
OCI’s similar operating model and expects that additional value can
be obtained by applying its global expertise and extensive
operational experience to the OCI assets. Methanex plans to
integrate key operational practices at the facilities and will
incorporate the OCI assets into its global risk-based management
processes including turnaround and capital planning
post-closing.
OCI’s ammonia production, while modest compared
with its methanol production, provides Methanex with a low-risk
entry into a new and synergistic commodity in an adjacent and
complementary segment to methanol with similar feedstock-based
advantages. In addition to industrial and agricultural uses,
ammonia has low-carbon alternative fuel capabilities for power
generation and as a marine fuel and is a revenue diversification
opportunity for Methanex.
Dean Richardson, Senior Vice President, Finance
& Chief Financial Officer of Methanex, said, “We expect the
acquisition to add incremental annual Adjusted EBITDA of $275
million to our expected run-rate Adjusted EBITDA of $850 million at
a $350/MT realized methanol price1. We remain firmly committed to
maintaining financial flexibility and have in place a robust
financing plan that will support de-levering to our target range of
2.5 to 3.0 times debt/Adjusted EBITDA within approximately 18
months from closing, assuming an average realized price of $350/MT.
The plan includes the repayment of our $300 million bond as
scheduled in December 2024.”
Ahmed El Hoshy, CEO of OCI, said, “This is an
outstanding strategic fit for Methanex. We look forward to working
closely with Methanex’s management to fully integrate the business
after closing, and to ensure continuity and successful stewardship
of the business.”
As part of the transaction, Methanex will
acquire the following:
- A methanol facility in Beaumont,
Texas with an annual production capacity of 910,000 tonnes of
methanol and 340,000 tonnes of ammonia. This plant was restarted in
2011 and since that time the plant has been upgraded with $800
million of capital for full site refurbishment and
debottlenecking.
- A 50 percent interest in a second
methanol facility also in Beaumont, Texas, operated by the joint
venture Natgasoline LLC (“Natgasoline”). The Natgasoline plant was
commissioned in 2018 and has an annual capacity of 1.7 million
tonnes of methanol, of which Methanex’s share will be 850,000
tonnes.
- OCI HyFuels, which produces
low-carbon methanol and sells industry-leading volumes with trading
and distribution capabilities for renewable natural gas (RNG). With
nine years of experience in the low-carbon methanol business and
with an array of blue-chip customers, this will enhance Methanex’s
existing Low Carbon Solutions function with additional expertise in
this developing segment.
- A methanol facility in Delfzijl,
Netherlands with an annual capacity to produce 1 million tonnes of
methanol. This facility is not currently in production due to
unfavourable pricing for natural gas feedstock.
Purchase price
Under a definitive agreement with OCI, the $2.05
billion purchase price will consist of $1.15 billion in cash, the
issuance of 9.9 million common shares of Methanex valued at $450
million (based on a $45 per share price) and the assumption of $450
million in debt and leases. The purchase price implies a multiple
of 7.5 times Adjusted EBITDA at a $350/MT realized methanol price,
including anticipated synergies. The world-scale North American
operating assets have been acquired below reinvestment economics of
brownfield or greenfield capacity.
After the transaction Methanex will have
approximately 77 million shares outstanding, of which OCI will own
approximately 13 percent. Methanex intends to fund the cash
consideration of the transaction through a combination of cash on
hand and new debt issuance. The Company has obtained a fully
committed debt financing package from Royal Bank of Canada to
support the transaction.
Next Steps
Closing of the transaction is expected in the
first half of 2025. The transaction has been approved by the boards
of directors of both companies and is subject to receipt of certain
regulatory approvals and other closing conditions including TSX
approval for the issuance of Methanex shares to OCI.
The transaction is also subject to approval by a
simple majority of the shareholders of OCI. The largest shareholder
of OCI, has signed an agreement to vote for the transaction.
There is currently a legal proceeding
between OCI and its Natgasoline joint venture partner over certain
shareholder rights. The obligation of Methanex to purchase OCI’s
50% stake in Natgasoline is subject to the resolution of this legal
proceeding. If it is not settled within a certain period, Methanex
has the option to carve out the purchase of the Natgasoline
joint venture and close only on the remainder of the transaction.
If Methanex elects to complete the transaction on a carved out
basis, it will retain the right to acquire OCI’s joint venture
interest for a specified period thereafter at its sole option.
Approximately 40% of the gross transaction and operating metrics
are attributable to Natgasoline. Substantially all the debt in the
total transaction is attributable to Natgasoline.
Advisors
Methanex’s financial advisors for the
transaction were Deutsche Bank and RBC Capital Markets. McCarthy
Tétrault LLP, Baker McKenzie LLP, Loyens & Loeff N.V. and Reed
Smith LLP acted as legal counsel for Methanex. Deutsche Bank and
RBC Capital Markets provided fairness opinions to Methanex’s Board
of Directors.
Conference call and webcast
A conference call for investors and analysts
will be hosted on September 9, 2024 at 6 am PST/ 9am EST. A
presentation outlining the transaction and details on how to access
the conference call will be available on the Investor Relations
page of our website.
About Methanex
Methanex is a Vancouver-based, publicly traded
company and is one of the world’s largest suppliers of methanol.
Methanex shares are listed for trading on the Toronto Stock
Exchange in Canada under the trading symbol “MX” and on the NASDAQ
Global Market in the United States under the trading symbol “MEOH”.
Methanex can be visited online at www.methanex.com.
Cautionary Statements Regarding
Forward-Looking Information
The information in this press release contains
certain forward-looking statements, including within the meaning of
applicable securities laws in Canada and the United States. These
statements relate to future events or our future intentions or
performance. All statements other than statements of historical
fact may be forward-looking statements. Forward-looking statements
are often, but not always, identified by the use of words such as
“anticipate”, “continue”, “demonstrate”, “expect”, “may”, "call
for", “can”, “will”, “believe”, “would” and similar expressions and
include statements relating to, among other things: the expected
benefits of the transaction, including benefits related to
anticipated synergies and commodity diversification; expected
increase and potential upside in our global methanol production;
our debt reduction and deleveraging plans; increased methanol
production and its anticipated impact on our financial profile;
integration costs; anticipated synergies and our ability to achieve
such synergies following closing of the transaction; integration
plans, including incorporating acquired assets into our global
risk-based management processes; near-term target markets; and the
anticipated closing date of the transaction.
Certain material factors or assumptions were
applied in drawing the conclusions or making the forecasts or
projections that are included in these forward-looking statements,
including future expectations and assumptions concerning the
receipt of all regulatory approvals required to complete the
transaction; our ability to realize the expected strategic,
financial and other benefits of the transaction in the timeframe
anticipated or at all; integration costs, logistics costs and
general and administrative expenses associated with the
transaction; the average realized price per metric ton of methanol;
our continued access to export shipping channels, the cost and
supply of natural gas feedstock in North America; production
capacity levels of acquired assets and facilities and subsequent
increase in our methanol production; the industrial and
agricultural uses of ammonia; the supply of, demand for and price
of methanol, methanol derivatives, natural gas, coal, oil and oil
derivatives; our ability to procure natural gas feedstock on
commercially acceptable terms; the availability of committed credit
facilities and other financing; absence of a material negative
impact from major natural disasters; absence of a material negative
impact from changes in laws or regulations; and absence of a
material negative impact from political instability in the
countries in which we operate. Readers are cautioned that the
foregoing lists of factors are not exhaustive.
However, forward-looking statements, by their
nature, involve risks and uncertainties that could cause actual
results to differ materially from those contemplated by the
forward-looking statements. The risks and uncertainties primarily
include those that impact our ability to complete and generate the
expected benefits of the transaction and risks and uncertainties
attendant producing and marketing methanol and successfully
carrying out major capital expenditure projects in various
jurisdictions, including risks and uncertainties related to the
receipt of regulatory approvals; our ability to complete or
otherwise realize the anticipated benefits of the transaction
within the anticipated timeframe or at all; our ability to
successfully integrate the acquired business into our existing
business and the cost and timing of such integration;; changes in
future commodity prices relative to our anticipated forecasts;
conditions in the methanol and other industries, including
fluctuations in the supply, demand and price for methanol and its
derivatives, including demand for methanol for energy uses, the
price of natural gas, coal, oil and oil derivatives; our ability to
obtain natural gas feedstock on commercially acceptable terms to
underpin current operations; future production growth
opportunities; our ability to carry out corporate initiatives and
strategies; actions of competitors, suppliers and financial
institutions; conditions within the natural gas delivery systems
that may prevent delivery of our natural gas supply requirements;
competing demand for natural gas, especially with respect to any
domestic needs for gas and electricity; actions of governments and
governmental authorities, including, without limitation,
implementation of policies or other measures that could impact the
supply of or demand for methanol or its derivatives; changes in
laws and regulations including the adoption of new environmental
laws and regulations and changes in how they are interpreted and
enforced; ability to comply with current and future environmental
or other laws; import or export restrictions, anti-dumping
measures, increases in duties, taxes and government royalties and
other actions by governments that may adversely affect our
operations or existing contractual arrangements; other risks
identified in our Second Quarter 2024 MD&A.
Readers are cautioned that undue reliance should
not be placed on forward-looking information as actual results may
vary materially from the forward-looking information. Methanex does
not undertake to update, correct or revise any forward-looking
information as a result of any new information, future events or
otherwise, except as may be required by applicable law.
Footnote 1: Illustrative Adjusted EBITDA
capabilities assumptions (non-GAAP measures)
Note that Adjusted EBITDA is a forward-looking
non-GAAP measure that does not have any standardized meaning
prescribed by GAAP and therefore is unlikely to be comparable
to similar measures presented by other companies.
For a description and historical Adjusted EBITDA
for Methanex Corporation, refer to Additional Information
- Non-GAAP Measures in the Company’s 2023 Annual MD&A and
Second Quarter 2024 MD&A.
Adjusted EBITDA reflects Methanex’s
proportionate ownership interest. Methanex production is based on
plants operating at full capacity except for Chile (1.25 mmt), New
Zealand (1 mmt) and in Trinidad, Titan operating at full rates and
Atlas idled. We target to hedge ~70% of our existing North American
natural gas requirements. The unhedged portion of our North
American natural gas requirements are purchased under contracts at
spot prices. Estimates assume Henry Hub natural gas price of
~$3.50/mmbtu based on forward curve. Gas contracts outside of
North America are methanol sharing contracts with a base price for
natural gas plus sharing as methanol prices increase.
Adjusted EBITDA reflects OCI’s proportionate
ownership interest. OCI’s production is based on the Beaumont and
Natgasoline plants operating at 90% operating rates. This includes
ammonia production from Beaumont. Natural gas costs are assumed to
be 100% unhedged and assume Henry Hub natural gas price of
~$3.50/mmbtu based on the forward curve.
Run-rate Adjusted EBITDA figures include ~$30M of cost synergies
from logistics optimization and SG&A improvements including
from the expected optimization of methanol storage capacity.
For further information, contact:
Methanex Investor InquiriesSarah
HerriottDirector, Investor RelationsMethanex Corporation
604-661-2600 or Toll Free: 1-800-661-8851www.methanex.com
Methanex Media InquiriesJim
FitzpatrickDirector, CommunicationsMethanex
Corporation604-895-5359
Methanex (NASDAQ:MEOH)
過去 株価チャート
から 10 2024 まで 10 2024
Methanex (NASDAQ:MEOH)
過去 株価チャート
から 10 2023 まで 10 2024