CERHA HEMPEL has advised the RHI Magnesita Group ("RHI Magnesita") in connection with the sale of its participations in RHI Normag AS and Premier Periclase Ltd to Callista Private Equity ("Callista"). RHI Normag AS and Premier Periclase Ltd are manufacturing companies based in Norway and Ireland respectively, both of which predominantly produce caustic calcined magnesia products for the fertilizer, animal feed, hydrometallurgical, pulp and paper, and environmental and refractory industries. The buyer was found through a bidding process at the end of which Callista emerged as the best bidder, winning approval to acquire the participations.
The parties agreed not to disclose any details regarding the purchase agreement. The transaction was planned and structured, and legal support was provided to the sellers, by the transaction team at RHI Magnesita headed by General Counsel Ticiana Kobel, Head of M&A Simon Kuchelbacher and Head of Legal Corporate & IP Eva Ritter (all at RHI Magnesita), EY Austria as Financial Advisor and CERHA HEMPEL.
Closing took take place in early February 2021 after the successful demerger of the two target companies from the group network of RHI Magnesita and the carve-out of certain business divisions of RHI Normag AS.
Registered in the Netherlands and listed on the London Stock Exchange, RHI Magnesita is a group of companies that is a global leader in the production of refractory products. In the refractories sector, RHI Magnesita has the largest number of locations around the world and the most innovative, reliable products and services. RHI Magnesita provides the most robust supply and quality assurance – from mining to production to full-service solutions – and generated revenue in excess of EUR 2.9 billion in the 2019 financial year.
CERHA HEMPEL acted as lead and transaction counsel for RHI Magnesita. The team at CERHA HEMPEL consisted of Albert Birkner (Managing Partner, Corporate/M&A, Takeovers), Wolfgang Sindelar (Counsel, Corporate/M&A, Takeovers) and Jakob Weber (Associate, Corporate/M&A, Takeovers).
Despite extremely difficult circumstances resulting from the COVID-19 pandemic, all steps of this complex transaction were completed efficiently and according to plan, enabling the purchase agreement to be signed in December 2020 and the Closing to take place in February 2021. This was only possible due to the excellent collaboration, both on a professional and personal level, between CERHA HEMPEL and the highly professional teams involved in the transaction at RHI Magnesita and Callista.