OSLO, Norway, March 25 /PRNewswire-FirstCall/ -- Yara International ASA,
Hydro's demerged fertilizer business, will be listed on the Oslo Stock
Exchange today (ticker: YAR). Following the Yara listing, Hydro will
concentrate fully on further developing its energy and aluminium businesses.
"Hydro and Yara share nearly 100 years of history. Today, Yara - formerly
Hydro Agri - becomes a separate company, under the leadership of Thorleif
Enger and his team," Hydro's President and CEO, Eivind Reiten stated. "Today
also marks the beginning of a new era for Hydro; we will strengthen our
position by concentrating financial and management resources on further
developing the two main business areas, Oil & Energy and Aluminium."
As a result of the demerger, 80 percent of the Yara shares have been
issued to Hydro's shareholders. Each Hydro shareholder received one Yara share
for each share held in Hydro at the close of trading March 24, 2004. Beginning
today, the Hydro share (ticker code NHY) will be traded excluding the right to
receive Yara shares. Hydro's American Depository Receipts (ADR) will be traded
on the New York Stock Exchange including the right to receive Yara shares
through March 31, 2004 and excluding Yara shares from and after April 1, 2004.
Hydro retained 20 percent of the Yara shares in the demerger. Today Hydro
has sold 31.9 million shares in Yara (10 percent) for NOK 41 per share. The
total proceeds amounted to NOK 1.3 billion, which resulted in a pre-tax gain
of approximately NOK 260 million. The gain will be included in income from
discontinued operations.
After this sale, Hydro owns 31.9 million Yara shares, representing 10
percent of Yara. Hydro has granted to the managers an over-allotment option
exercisable for a 30-day period ending on April 24, 2004, under which the
managers may purchase some or all of these shares.
Yara will today repay its financial indebtedness to Hydro by drawing on
Yara's newly established bank loan facilities.
This announcement does not constitute, or form part of, an offer or
invitation to sell or issue, or any solicitation of an offer to purchase or
subscribe for securities and any subscription for or purchase of, or
application for, shares in Yara to be issued or sold in connection with the
offering should only be made on the basis of information contained in the
prospectus issued in connection with the offering and any supplements thereto.
The prospectus contains certain detailed information about Yara and its
management, as well as financial statements and other financial data.
This announcement does not contain or constitute an offer of securities
for sale in the United States. The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an
exemption from registration thereunder. No public offering of the securities
referred to herein is being made in the United States.
This document is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001 (the "Order") or (iii) high net worth
entities, and other persons to whom it may lawfully be communicated, falling
within Article 49(2) of the Order (all such persons together being referred to
as "relevant persons"). The shares are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such shares
will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its
contents.
This announcement and the information contained herein is not for
publication, distribution or release in, or into Canada, Australia or Japan.
Stabilisation/FSA.
Certain statements in this press release are or may constitute "forward-
looking" statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Statements that are not in the nature of historical facts
may be deemed to be forward-looking statements and may contain identifying
words such as "believes", "anticipates", "plans", "expects" and similar
expressions. These forward looking statements are based on Hydro's current
expectations, assumptions, estimates and projections about the company and the
industries in which it engages in business. All forward-looking statements
involve risks and uncertainties. For a detailed description of factors that
could cause Hydro's actual results to differ materially from those expressed
in or implied by such statements, please refer to its annual report on Form
20-F for the year-ended December 31, 2002 and subsequent filings on Form 6-K
with the U.S. Securities and Exchange Commission. With respect to each non-
GAAP financial measure Hydro uses in connection with its financial reporting
and other public communications, Hydro provides a presentation of what Hydro
believes to be the most directly comparable GAAP financial measure and a
reconciliation between the non-GAAP and GAAP measures. This information can
be found in Hydro's earnings press releases, quarterly reports and other
written communications, all of which have been posted to Hydro's website
(http://www.hydro.com).
Hydro is a Fortune 500 energy and aluminium supplier operating in more
than 40 countries. We are a leading offshore producer of oil and gas and the
world's third-largest aluminium supplier. Our 36,000 employees create value by
strengthening the viability of the customers and communities we serve.
Contact Peik Norenberg Kjetil Bakken
Telephone (+47) 22 53 34 40 +47 22 53 23 13
Cellular (+47) 91 76 15 56 +47 91 889 889
E-mail Peik.Norenberg@hydro.com Kjetil.Bakken@hydro.com
SOURCE Norsk Hydro
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Related links:
http://www.hydro.com
CONTACT:
Peik Norenberg, +47-22-53-34-40, or cell,
+47-91-76-15-56, or Peik.Norenberg@hydro.com, or Kjetil Bakken,
+47-22-53-23-13, or cell, +47-91-889-889, or
Kjetil.Bakken@hydro.com, both of Norsk Hydro
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