OT Logistics takes over the companies of STK Group

STK Group Sp. z o.o., one of the largest private rail operators in Poland. Photo: STK
STK Group Sp. z o.o. is one of the largest private rail operators in Poland.
Photo: STK

The Board of OT Logistics has entered into a conditional investment agreement with STK Group Sp. z o.o., one of the largest private rail operators in Poland. It applies to the purchase of the shares of STK SA and Kolej Bałtycka SA, representing respectively 100% and 80% of their share capital and total voting rights. The total value of the acquisition of shares in both companies will be approx. 33.1 mln Polish zlotys.

STK is the fifth private rail operator in Poland in terms of transport work done. It specializes in the transport of bulk and oversized cargo. The main customers of the acquired companies are Poland’s biggest plants from the oil, energy and heating sectors.

– Acquisition of the STK Group fits in our growth strategy and strengthens our expertise in rail transport, which plays an increasingly important role also in serving our ports – says Zbigniew Nowik, CEO of OT Logistics. – We hope that the synergies resulting from the acquisition of the railway group will strengthen our offer to customers, which will then translate into an increase of our market share and the profitability of our 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 the Polish ports – he emphasizes.

In 2015, the STK Group generated 104.7 mln zlotys of consolidated revenue and 18.1 million zlotys of net profit. The annual turnover of the two acquired companies from railway operations fluctuates at approx. 80 mln zlotys. In 2015, for STK SA, the EBITDA from railway operations totaled 5.3 million zlotys, while the EBITDA of Kolej Bałtycka SA reached 0.8 million zlotys.

With the acquisition of the STK Group, OT Logistics will have available new railway assets, which will enable the efficient handling of bulky and bulk goods transport (including biomass, coal and aggregates, among others), as well as chemical products. As a result, OT Logistics will gain new transport capacities and access to new markets.

– We join a Capital Group of an international scale, so to make STK effectively use its potential. I am convinced that the existing powers of STK in specialist and mass transport fit into the plan to develop OT Logistics. An undoubted advantage of STK is the motivated and competent team of people with courage to undertake new challenges and driven by success in the railway sector. Their knowledge about the industry and customer expectations will be invaluable for the entire OT Logistics Capital Group – says Adrian Gierczak, CEO of STK SA.

According to the OT Logistic’ statement, the sale of shares in both companies will take place once all the conditions precedent specified in the contract are fulfilled, including the adoption by the Supervisory Board of OT Logistics of a resolution approving the transaction, the consent of the Office of Competition and Consumer Protection (UOKiK) for the concentration, and the adoption by the General Meeting of shareholders on June 30 of the issue resolution.

As part of the settlement, STK Group will acquire 91,406 D Series shares of OT Logistics (the amount of assets does not include the impact of the resolution on the split of shares, which will be subject to a vote at the Company’s General Meeting on June 30) of a total value of 23.4 mln zlotys or 256 zlotys per share (after the capital increase they will reflect 6% of the OT Logistics share capital and the total voting rights). The remaining part of the price for the shares of STK SA and Kolej Bałtycka SA will be regulated by OT Logistics by non-cash settlements related to the sale for STK Group of properties belonging to STK SA and its subsidiary.

The OT Logistics Capital Group is a Polish company with over 70 years of experience. It is the largest port operator in Poland and the southern Baltic Sea and a leader in inland waterway transport, from Kaliningrad in Russia to ports in Germany and the Netherlands. The group also brings together the entities specialized in road and rail transport, as well as shipping and logistics. OT Logistics is also the largest sectoral shareholder in the Luka Rijeka seaport in Croatia. In 2015, the Group generated consolidated sales revenue of 752.3 mln zlotys and its net profit amounted to 15.6 mln zlotys. Shares of OT Logistics are listed on the Warsaw Stock Exchange since 2013.

GL, rel (OT Logistics)

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