LyondellBasell and Sasol form Integrated Polyethylene Joint Venture

LyondellBasell and Sasol Limited

PR85920

 

HOUSTON and JOHANNESBURG, Oct 02, 2020 /PRNewswire=KYODO JBN/ --

 

    LyondellBasell (NYSE: LYB) and Sasol (JSE: SOL) (NYSE: SSL) today announced

they have entered into a definitive agreement to form a 50/50 joint venture

(JV) through which LyondellBasell will acquire 50 percent of Sasol's 1.5 MM ton

ethane cracker, 0.9 MM ton low and linear-low density polyethylene plants and

associated infrastructure for a total consideration of US$2 Billion. The

agreement includes customary rights for each partner regarding the potential

future sale of its ownership interest. The JV will operate under the name

Louisiana Integrated PolyEthylene JV LLC.

 

    "This investment represents a unique opportunity to bring together the best

of both companies and create deep, long-term value while immediately realizing

the many benefits of new, strategically-located, world-scale assets," said Bob

Patel, CEO of LyondellBasell. "This approach is consistent with our strategy of

investing in high quality assets that meet our threshold for value creation,

while also maintaining our investment grade rating and commitment to our

dividend. The transaction is expected to be accretive to both cash flow and EPS

within one year with significant upside as market conditions continue to improve."

 

   "We are very pleased to have LyondellBasell join us as a key partner in our

U.S. Base Chemicals Business in Lake Charles. LyondellBasell is the ideal

partner to ensure the success of these world-class assets with its deep

expertise in commodity chemicals," said Fleetwood Grobler, President and CEO,

Sasol. "This milestone coincides with our 70-year anniversary and represents a

significant step in creating Future Sasol, which will be a more sustainable and

resilient business for the long-term. We're excited about this joint venture

and look forward to building a mutually beneficial and successful partnership

with LyondellBasell."

 

Strategic and financial benefits

 

    The JV's newly constructed assets are strategically located on the U.S.

Gulf Coast, with access to low-cost feedstock, storage and logistics infrastructure.

 

    LyondellBasell's investment in the JV allows the company to expand in a

core area of its business and leverages the company's operational and

commercial strengths. Additionally, by investing in these assets, the company

will realize immediate returns and eliminate customary construction risks

associated with new project execution.

 

    This transaction represents a significant step for Sasol in achieving its

financial and strategic objectives by reducing net debt and rapidly shifting

the company's portfolio towards specialty chemicals. Sasol undertook a process

to determine the optimal partnership construct for its U.S. Base Chemicals

Business. The LyondellBasell proposal offered the best combination of upfront

and long-term value, consistent with Sasol's long-term strategic priorities.

 

Transaction terms

 

    Under the terms of the transaction agreements, each JV partner will provide

pro-rata shares of ethane feedstocks and will offtake pro-rata shares of

cracker and polyethylene (PE) products at cost. LyondellBasell will operate the

U.S. Base Chemicals assets on behalf of the JV.

 

    Upon close of the transaction, some Sasol U.S. employees will become

employees of LyondellBasell. Sasol will retain full ownership and operational

control of its Lake Charles Research and Development complex, Lake Charles East

Plant ethane cracker and U.S. Performance Chemicals Business assets in Lake

Charles, which produce Ziegler alcohols and alumina, ethoxylates, Guerbet

alcohols, paraffins, comonomers, linear alkyl benzene, ethylene oxide and

ethylene glycol. The U.S. Performance Chemicals Business is a key part of

Future Sasol, consistent with the strategy to increase focus on specialty

chemicals where Sasol enjoys differentiated capabilities and strong market

positions. Sasol will also retain access to competitively priced onsite

ethylene to ensure value chain integration.

 

    The transaction is subject to customary regulatory approvals and approval

by Sasol shareholders. The transaction is expected to close by the end of 2020.

 

Advisors

 

    Kirkland & Ellis LLP is serving as LyondellBasell's legal counsel, while

Gordon Dyal & Co. and J.P. Morgan are serving as financial advisors. Latham &

Watkins LLP [https://www.skadden.com/ ] is serving as Sasol's legal counsel,

while Bank of America is serving as financial advisor.

 

Investor conference call

 

    LyondellBasell will host a conference call on Friday, October 2 at 9:00

a.m. EDT. Participants on the call will include Chief Executive Officer Bob

Patel, Chief Financial Officer Michael McMurray and Director of Investor

Relations Dave Kinney.

 

    The toll-free dial-in number in the U.S. is +1 (800) 475-8402. A complete

listing of toll-free numbers by country is available at

www.LyondellBasell.com/teleconference for international callers. The passcode

for all numbers is 6934553.

 

    The slides that accompany the call will be available at:

https://www.LyondellBasell.com/investorevents .

 

    A replay of the call will be available from 11:00 a.m. EDT Friday, October

2 until December 2 at 11:59 p.m. EDT. The replay dial-in numbers are +1 (800)

333-0467 (U.S.) and +1 (203) 369-3627 (toll). The passcode for each is 3652.

 

    Sasol will host a conference call on 2 October 2020 at 14:00 (SA time) via

webcast on the following link: https://www.corpcam.com/Sasol02102020 

Participants on the call will include President and CEO Fleetwood Grobler and

Chief Financial Officer Paul Victor.

 

    The slides that accompany the call will be available at

https://www.Sasol.com/investorcentre 

 

About LyondellBasell

 

    LyondellBasell (NYSE: LYB) is one of the largest plastics, chemicals and

refining companies in the world. Driven by its employees around the globe,

LyondellBasell produces materials and products that are key to advancing

solutions to modern challenges like enhancing food safety through lightweight

and flexible packaging, protecting the purity of water supplies through

stronger and more versatile pipes, improving the safety, comfort and fuel

efficiency of many of the cars and trucks on the road, and ensuring the safe

and effective functionality in electronics and appliances. LyondellBasell sells

products into more than 100 countries and is the world's largest producer of

polymer compounds and the largest licensor of polyolefin technologies. In 2020,

LyondellBasell was named for the third consecutive year to Fortune magazine's

list of the "World's Most Admired Companies." More information about

LyondellBasell can be found at www.LyondellBasell.com .

 

About Sasol

 

    Sasol is a global integrated chemicals and energy company spanning 30

countries. Through our talented people, we use selected technologies to safely

and sustainably source, manufacture and market chemical and energy products

globally. More information about Sasol can be found at www.Sasol.com.

 

Cautionary Note Regarding Forward-looking Statements

 

    The statements in this communication relating to matters that are not

historical facts are forward-looking statements. These forward-looking

statements are based upon assumptions of management which are believed to be

reasonable at the time made and are subject to significant risks and

uncertainties. Actual results could differ materially based on factors

including, but not limited to, the business cyclicality of the chemical,

polymers and refining industries; the availability, cost and price volatility

of raw materials and utilities, particularly the cost of oil, natural gas, and

associated natural gas liquids;  our ability to complete the transactions

described and the timing of such transactions; the successful operation of the

complex described; the receipt of all required governmental approvals;  our

ability to achieve expected synergies; the completion of the acquisition of

additional joint venture interests in the future; the impacts of the COVID-19

pandemic in geographic regions or markets served us, or where our operations

are located, including the risk of prolonged recession; competitive product and

pricing pressures; labor conditions; our ability to attract and retain key

personnel; operating interruptions (including leaks, explosions, fires,

weather-related incidents, mechanical failure, unscheduled downtime, supplier

disruptions, labor shortages, strikes, work stoppages or other labor

difficulties, transportation interruptions, spills and releases and other

environmental risks); the supply/demand balances for our and our joint

ventures' products, and the related effects of industry production capacities

and operating rates; our ability to successfully execute projects and growth

strategies; future financial and operating results; legal and environmental

proceedings; tax rulings, consequences or proceedings; technological

developments, and our ability to develop new products and process technologies;

potential governmental regulatory actions; political unrest and terrorist acts;

risks and uncertainties posed by international operations, including foreign

currency fluctuations; and our ability to comply with debt covenants and

service our debt. Additional factors that could cause results to differ

materially from those described in the forward-looking statements can be found

in the "Risk Factors" sections of our Form 10-K for the year ended December 31,

2019, and our Form 10-Q for the quarter ended March 31, 2020, which can be

found at www.LyondellBasell.com on the Investor Relations page and on the

Securities and Exchange Commission's website at www.sec.gov.

 

    Additionally, this communication includes forward-looking statements

relating to the proposed joint venture between LyondellBasell and Sasol,

including financial estimates and statements as to the expected timing,

completion and effects of the proposed joint venture. These estimates and

statements are subject to risks and uncertainties, and actual results might

differ materially. Such estimates and statements include, but are not limited

to, statements about the benefits of the joint venture, including future

financial and operating results and other statements that are not historical

facts. Such statements are based upon the current beliefs and expectations of

the management of LyondellBasell and Sasol and are subject to significant risks

and uncertainties outside of our control. Actual results could differ

materially based on factors including, but not limited to, the occurrence of

any event, change or other circumstances that could give rise to the

termination of the transaction agreements, the risk that Sasol shareholders may

not approve the transaction, the risk that the necessary regulatory approvals

may not be obtained or may be obtained subject to conditions that are not

anticipated, failure to realize the benefits expected from the proposed joint

venture. Discussions of additional risks and uncertainties are contained in

LyondellBasell and Sasol's filings with the Securities and Exchange Commission.

Neither LyondellBasell nor Sasol is under any obligation, and each expressly

disclaim any obligation, to update, alter, or otherwise revise any

forward-looking statements, whether written or oral, that may be made from time

to time, whether as a result of new information, future events, or otherwise.

Persons reading this communication are cautioned not to place undue reliance on

these forward-looking statements which speak only as of the date hereof.

 

Sasol Media Relations:

 

In South Africa:

Alex Anderson

Senior Manager: Group External Communication

Direct telephone: +27 (0) 10 344 6509

Mobile: +27 (0) 71 600 9605

alex.anderson@sasol.com

 

In the U.S.:

Kim Cusimano

North America Corporate Affairs

Direct telephone: +1 (225) 776 0758

kim.cusimano@us.sasol.com

 

LyondellBasell Media Relations

Phone: +1 713 309 7575

Email: mediarelations@lyb.com

 

Source: LyondellBasell and Sasol Limited

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