1. Consolidated financial statements
Solvay (the “Company”) is a public limited liability company governed by Belgian law and quoted on Euronext Brussels and Euronext Paris. The principal activities of the Company, its subsidiaries, joint operations, joint ventures, and associates (jointly the “Group”) are described in note F1 Segment information.
The consolidated financial statements were authorized for issue by the Board of Directors on February 23, 2017. They have been prepared in accordance with IFRS accounting policies, details of which are given below.
Main changes in consolidation scope during the year
On March 16, 2016, Solvay and INEOS announced their intention to end their 50/50 Inovyn chlorovinyls joint venture earlier than originally foreseen, with INEOS becoming the sole shareholder. Solvay and INEOS formed Inovyn in July 2015, with Solvay's exit originally planned in July 2018. On March 31, 2016, Solvay and INEOS announced they had signed the binding agreement to end their Inovyn chlorovinyls joint venture, following their intentions announced on March 16, 2016. On July 7, 2016, upon completion of the transaction, Solvay received a payment of € 335 million and INEOS became Inovyn’s sole shareholder. The exit of the joint venture followed regulatory clearances from the relevant authorities. In 2017, Solvay will pay a total price adjustment approximating € 80 million.
On April 25, 2016 Solvay issued a formal notification for the exercise of the first call option on the € 500 million hybrid bond (maturing in 2104), after having notified the Luxembourg Stock Exchange, where the bond was listed, as well as the bondholders. This bond, which carried an annual interest rate of 6.375% in the first ten years, had previously been classified as a long-term financial debt in the consolidated statement of financial position, and was repaid on June 2, 2016. The financing of this repayment was secured in December 2015, together with the bonds issued to finance the Cytec acquisition.
On May 2, 2016, Solvay entered into a Share Purchase Agreement with Unipar Carbocloro for the sale of its equity interests held in Solvay Indupa. During the third quarter of 2016, the fair value less cost to sell has been updated, so as to reflect the impact of the worsening of the business environment on the deal. An impairment loss in the amount of € 63 million was recognized in 2016. On December 7, 2016, Solvay obtained clearance from the Brazilian antitrust authority, CADE, for the agreed sale of its 70.59% stake in Solvay Indupa to chemical group Unipar Carbocloro. Completion of the transaction, at a total enterprise value of US$ 202.2 million, took place on December 27, 2016.
On May 19, 2016, Solvay and Eastman Chemical Company signed a definitive agreement to end their cellulose acetate production joint venture Primester with Solvay acquiring Eastman’s 50% stake in the U.S.-based plant and becoming its sole owner. Following the transaction, Eastman will provide the long-term supply of basic utilities and raw materials to the plant, based in Kingsport, Tennessee. The closing occurred on June 2, 2016.
On December 7, 2016, Solvay reached an agreement to sell its cellulose acetate tow business, Acetow, to private equity funds managed by Blackstone. The transaction is based on an enterprise value of about € 1 billion, representing around 7 x EBITDA multiple. The net proceeds will contribute to the continued deleveraging of Solvay. Completion of the transaction is expected in the first half of 2017 and is subject to the customary social procedures and approval by the relevant antitrust authorities. In view of the materiality of the transaction, Solvay has considered the business to be a discontinued operation and has restated its results in accordance with IFRS.
On December 14, 2016, Solvay signed a definitive agreement to sell its 58.77% stake in its Thai subsidiary Vinythai PCL to Japanese company AGC Asahi Glass, thereby exiting its Asian polyvinyl chloride (PVC) activities. The transaction is based on a total enterprise value of 16.5 billion Thai Baht (€ 435 million), representing a multiple of 8x mid-cycle EBITDA. Completion of the transaction was subject to customary closing conditions, including antitrust approvals, and was closed on February 22, 2017. In view of the materiality of the transaction, Solvay has considered the business to be a discontinued operation and has restated its results in accordance with IFRS.