Trakcja Polska SA, the leading rail infrastructure construction group 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 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).
It is expected that Trakcja Tiltra after the transaction will be quoted on the Warsaw Stock Exchange. The whole combined capital group will employ 3,500 employees.
“It is anticipated that the Management bodies of Trakcja Tiltra will include representatives from both sides. The leading professionals from Trakcja Polska and Tiltra Group should form the Management Board of the merged entity, which should be chaired by Mr. Maciej Radziwiłł, current Chairman of the Management Board of Trakcja Polska” – Mr Jorge Miarnau, president of Comsa Emte said.
The 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;
– Other shareholders currently being shareholders of Trakcja Polska with remaining c. 34 %.
The merger-of-equals will form one of the leading players in roads and railway segment in Poland with total aggregated consolidated revenue for the Trakcja Polska and Tiltra Group of 1.9 billion PLN for the year 2009.
‘It is worth underlining that Trakcja Polska and Tiltra Group have complimentary strategies that will ensure synergy effect’ – states Mr Jorge Miarnau of Comsa Emte, main shareholder of Polish entity assuring that the company welcomes the transaction as the significant step towards Trakcja Polska strategy’s implementation, as it assumes business diversification by entering the new segments of construction industry market, including road construction.
‘The consolidation means for us the possibility to use more effectively the technical and commercial support of Comsa Emte as well as its support in the business development and expansion to new CEE markets with its know-how, experience and resources. Combining entities will enhance the competitiveness and create a value for shareholder in a more efficient way” – states Mr. Maciej Radziwiłł.
The Director of Development of Tiltra Group, Mr. Romas Matiukas, states that ’the merger provides an outstanding opportunity for Tiltra Group to implement its strategic goals for the year 2012, namely to further strengthen its position in Poland and expand into railway construction segment.’
Additionally, the consolidation will enable Trakcja Tiltra to gain one of the leading positions in infrastructure construction in Central and Eastern Europe. The development of new areas of activities such like concessions, construction of energy infrastructure and further strengthening of presence in tram infrastructure sector are also planned.
The transaction will be completed once conditions precedent specified in the agreement are fulfilled. Especially, the transaction must be approved by the President of the Office of Competition and Consumer Protection and the general meeting of Trakcja Polska SA must adopt the resolutions required to complete the transaction. The deal is expected to be closed in Q1 2011.
Trigon and Trigon Brokerage House play the role of exclusive financial adviser to Trakcja Polska.
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.