Romgaz-Azomures Dispute: Disagreements Over Price Offer

The dispute between Romgaz and Azomures over the acquisition of assets of the largest national producer of chemical fertilizers (also one of the largest gas consumers) by the largest producer and main supplier of natural gas in Romania stems from disagreements over the price offer.

Azomures on January 12 announced that it would place approximately 600 employees on technical unemployment due to prolonged uncertainty regarding long-term natural gas supplies.

“During this long period of uncertainty, Azomures has made constant efforts to preserve both its industrial platform and its human capital. Over the past four years, the company has maintained around 1,000 direct employees and supported an ecosystem of contractors representing nearly 1,500 other workers, keeping the facilities in a continuous state of technical readiness for the resumption of production. Without a clear and credible path forward, this labour force footprint cannot be sustained at current levels. Consequently, Azomures will implement the following measures in the near future: approximately 600 employees will be placed on technical unemployment, with the aim of avoiding permanent layoffs, while viable and sustainable solutions are analysed. Major maintenance and service contracts will be suspended or significantly reduced, which will directly affect more than 1,500 employees of contractors who work almost permanently on the Azomures platform”.

In the last twelve months, Azomures representatives also mention, the company has been in continuous discussions with Romgaz regarding a possible acquisition of the industrial platform in Targu Mures. “Romgaz has publicly indicated that a binding offer could be made by the end of 2025, subject to the completion of technical, financial, legal and environmental due diligence. The due diligence process has been fully completed. However, to date, no binding offer has been submitted, and no credible implementation schedule has been communicated, leaving the future of Romania’s only industrial-scale nitrogen fertilizer production platform unresolved. At the same time, Romania does not yet have a structural framework that would allow large industrial consumers’ access to natural gas under stable and sustainable conditions. Experience in recent years has shown that, in the absence of such a mechanism, Azomures remains deeply exposed to the volatility of the gas market”.

 

Clarifications from Romgaz

In a press release published on January 12, Azomures stated that the process of acquisition of Azomures assets by Romgaz had not progressed and that Romgaz had not submitted a binding offer, considering that, from its perspective, the due diligence process had been completed. At the same time, Azomures presented the operational context regarding uncertainties related to gas supply and the potential social and economic implications of delays in decision-making.

Regarding the aspects indicated in the press release, Romgaz specifies the following:

“Romgaz is a publicly traded company, with the Romanian state as its majority shareholder, operating within a corporate system that ensures consistency and sustainability in terms of both the company’s development and the achievement of its objectives.

Romgaz does not act, nor does it perform corporate formalities for the satisfaction of intrinsic interests of a third party acting as seller. Romgaz performs its corporate processes in a rigorous and balanced manner, ensuring that no decision would affect the company’s economic interests.

For the sake of accuracy, Romgaz states that it has sent Azomures a letter informing the company of the proposed price range for the acquisition of Azomures’ assets, noting that, if the price range is accepted, the parties could enter extended negotiations on the terms and conditions of the transaction.

We strongly believe that Azomures’ press release regarding Romgaz will not lead to an increase in the company’s awareness of accepting any price for this type of transaction.

Complex transactions, such as the acquisition of Azomures assets, must be negotiated and justified by Romgaz in accordance with corporate procedures and applicable legislation before being submitted for approval to the relevant competent corporate bodies.

If Azomures representatives are willing, we remain open to sincere and coherent dialogue to negotiate and substantiate, in accordance with corporate procedures and applicable legislation, the acquisition of Azomures assets. In the context of Azomures press release, we will inform the capital market if negotiations between the parties actually begin and, subsequently, we will report on the outcome of the negotiations.

At the same time, Romgaz will also assess any other opportunity to invest in a project in the Romanian fertilizer industry.”

Romgaz, a company whose majority shareholder is the Romanian state, continues to implement strategic projects and contribute significantly to Romania’s energy security.

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