The Management Board of OT Logistics has concluded a conditional investment agreement with STK Group Sp. z o.o., one of the largest private rail carriers in Poland. It concerns the acquisition of shares in STK S.A. and Koleje Bałtyckie S.A., representing 100% and 80% of the share capital and total voting rights, respectively. The total value of the transaction for the acquisition of shares in both companies will amount to approximately PLN 33.1 million.
STK is the fifth-largest private rail carrier in Poland in terms of transport performance. It specializes in bulk transport and the transport of oversized cargo. The main clients of the acquired companies are the largest plants in the fuel, energy, and heating industries in Poland.
– The acquisition of the STK Group is in line with our development strategy and strengthens our competencies in rail transport, which is playing an increasingly important role in servicing our ports as well. We expect that the synergies resulting from the acquisition of the rail group will strengthen our offer for clients, which will subsequently translate into an increase in our market share and profitability from transport operations. We want STK to play an important role in the Baltic-Adriatic corridor we are building and to specialize in the transport of agricultural products from Central Europe to Polish ports – says Zbigniew Nowik, President of the Management Board of OT Logistics.
In 2015, the STK Group generated PLN 104.7 million in consolidated revenue and PLN 18.1 million in net profit. The annual turnover of both acquired companies from rail operations oscillates around PLN 80 million. In 2015, EBITDA in the rail transport segment for STK S.A. amounted to PLN 5.3 million, while the EBITDA of Koleje Bałtyckie S.A. reached PLN 0.8 million. Thanks to the acquisition of the STK Group, OT Logistics will have at its disposal new rail assets that will enable efficient transport handling of large-sized cargo and bulk goods (including biomass, coal, and aggregates), as well as chemical products. As a result, OT Logistics will gain new transport capabilities and access to new markets.
– We are joining a Capital Group with an international reach, thanks to which STK can effectively utilize its potential. I am convinced that STK’s existing competencies in the field of specialized and bulk transport are in line with the development plan of OT Logistics. An undoubted asset of STK is a motivated and competent team of people who take on new challenges with courage and are oriented towards success in the rail business. Their knowledge of the industry and client expectations will be invaluable for the entire OT Logistics Capital Group – says Adrian Gierczak, President of the Management Board of STK S.A..
The sale of shares in both companies will take place after all conditions precedent indicated in the agreement are met, including, among others, the adoption of a resolution by the Supervisory Board of OT Logistics expressing consent to the transaction, obtaining the consent of the Office of Competition and Consumer Protection (UOKiK) for the concentration, and the adoption of an issuance resolution by the General Meeting of Shareholders on June 30 this year. As part of the transaction settlement, the STK Group will acquire 91,406 series D shares of OT Logistics (the number of shares does not include the effects of the share split resolution, which will be subject to a vote at the Company’s General Meeting on June 30 this year) with a total value of PLN 23.4 million, i.e., PLN 256 per share (after the capital increase, they will represent a 6% share in the share capital of OT Logistics and the total number of votes). The remaining part of the price for the shares of STK S.A. and Koleje Bałtyckie S.A. will be settled by OT Logistics through non-cash settlements related to the sale of real estate belonging to STK S.A. and its subsidiary to the STK Group.