MIRA INFORM REPORT

 

 

Report Date :

5th February, 2007

 

IDENTIFICATION DETAILS

 

Name :

AGAN CHEMICAL MANUFACTURERS LTD.

 

 

Registered Office :

P.O. Box 262, Northern Industrial Zone, Ashdod   77102, Israel

 

 

Country :

Israel

 

 

Financials (as on) :

31.12.2005

 

 

Date of Incorporation :

07.05.1954

 

 

Com. Reg. No.:

51-012503-2

 

 

Legal Form :

Private Limited Company

 

 

Line of Business :

Manufacturers, exporters and marketers of chemicals for agricultural purposes, i.e. plant growth regulators, plant protection chemicals, herbicides, etc.

 

RATING & COMMENTS

 

MIRA’s Rating :

A

 

RATING

STATUS

PROPOSED CREDIT LINE

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 


Company Name & Address

                  

AGAN CHEMICAL MANUFACTURERS LTD.

Telephone    972 8 851 52 11

Fax             972 8 851 53 88

P.O. Box 262

Northern Industrial Zone

ASHDOD     77102                   ISRAEL

 

 

HISTORY

 

Originally established in 1945 as a non-registered business.

 

Converted into a private limited company and registered as such as per file No. 51-012503-2 on the 7.5.1954.

 

Converted into a public limited liability company and registered as such as per file No. 52-003405-9 on the 17.12.1982.

At a later date published a prospectus offering shares to the public and its shares were listed on the Tel Aviv Stock Exchange.

 

Due to change of ownership and AGAN’s merger with the MAKHTESHIM GROUP, subject is no longer traded on the Stock Exchange since May 1998.

 

 

SHARE CAPITAL

 

Authorized share capital NIS 50,000,000.00, divided into - 50,000,000 ordinary shares of NIS 1.00 each, of which shares amounting to NIS 15,065,980.00 were issued.

 

 

SHAREHOLDERS

 

Company is fully owned by MAKHTESHIM – AGAN INDUSTRIES LTD. (hereinafter M.A.), a subsidiary of KOOR INDUSTRIES LTD., both public limited liability companies, whose shares are traded on the Tel Aviv Stock Exchange KOOR is also traded on the Nasdaq Stock Exchange and is part of the I.D.B concern, controlled by Nochi Dankner.

 

 

DIRECTORS

 

1.         Avraham Biger, Chairman and General Manager of the M.A. Group,

2.    Avraham Kleiner, subject's General Manager,

3.    Israel Tamir,

4.    Michael Pikarsky,

5.    Zvi Zur,

6.    Shlomo Yuness,

7.    Danni Porat,

8.    Eli Asraf,

9.    Shlomo Yanai.

 

 

BUSINESS

 

Subject is part of the MAKTESHIM-AGAN (M.A.) Group.

 

Manufacturers, exporters and marketers of chemicals for agricultural purposes, i.e. plant growth regulators, plant protection chemicals, herbicides, etc.

 

Subject exports 90% of its production to more than 100 countries.

 

Subject acquired know how from Australian company CROP CARE.

 

Operating from an owned plant on an area of 33,000 sq. meters in the Northern Industrial Zone, Ashdod. Also operating from rented M.A. Group headquarters offices in 1 Azrieli Center, Tel Aviv. M. A. Group also operates from smaller plants in Colombia, Spain and Greece. Distribution through 23 marketing companies and offices worldwide.

 

Having 600 employees and some 3,200 employees serving the M. A. Group.

 

 

MEANS

 

Financial data is included in the consolidated financial statements of parent company, MAKHTESHIM – AGAN INDUSTRIES LTD., which shows:

 

                                                                                                    US$ (thousands)

                                                                                               31.12.2005             30.09.2006

ASSETS

Current assets

       Cash and cash equivalents                                                     71,293                117,060

       Short term investments                                                            1,269                    1,310

       Trade receivables                                                                 383,246                 448,157

       Other receivables                                                                   86,414                 103,214

       Inventory                                                                            _566,416               _577,066

                                                                                               1,108,638              1,246,807

 

Investments, loans and long term debentures                                  22,684                   42,011

Fixed assets (net)                                                                       463,366                 497,085

Other assets and deferred expenses (net)                                     536,581               _540,439

                                                                                               2,131,269              2,326,342

                                                                                             ========            ========

 

LIABILITIES

Current liabilities                                                                         802,341                 965,811

Long term liabilities                                                                     168,192                 176,123

Minority rights                                                                               26,549                   30,171

Equity                                                                                     1,134,187             1,154,237

                                                                                               2,131,269              2,326,342

                                                                                             ========            ========

 

                                                                                     

MAKTESHIM-AGAN current market value US$ 2,663.2 million.

 

Subject is an “Approved Enterprise” and as such enjoys tax benefits and state incentives. Israeli Investment Centre Administration approved an investment plan of US$ 6 million in subject's Ashdod plant (28.10.1997).

 

In June 2004, the investment center approved a further US$ 14.7 million investment plan for the expansion of subject’s plant.

 

There is 1 charge for an unlimited amount registered on the company’s assets, in favor of a foreign company.

 

 

ANNUAL SALES

 

MAKHTESHIM-AGAN INDUSTRIES LTD.

Consolidated Statement of Income

US$ (thousands)

                                                                                           Year ended 31.12

                                                                                    2003                   2004                2005

Sales                                                                       1,177,255            1,539,702         1,740,717

 

Gross profit                                                                 446,950              595,794           681,002

 

Operating income                                                        212,395              289,187           331,071

 

Pre-tax income                                                            136,194              218,881           252,286

 

Net income                                                                 102,774              165,527           205,493

                                                                                 ======            =======         =======

 

 

Parent's consolidated first 3 quarters of 2006 sales US$ 1,359,727,000 (a 1.8% increase compared to the parallel period in 2005), making a gross profit of US$ 475,015,000, an operating income of US$ 193,910,000 million and a net income of US$ 122,396,000.

 

Subject ended 2001 with a net profit of NIS 111,614,000.

Subject ended 2002 with a net profit of NIS 172,036,000.

Subject ended 2003 with a net profit of NIS 259,867,000.

Subject ended 2004 with a net profit of US$ 87,892,000.

Subject ended 2005 with a net profit of US$ 131,493,000.

(Subject's above mentioned net income is consolidated with its subsidiaries).

Subject's (itself) 2005 sales were US$ 530,000,000, making a net profit of
US$ 73,000,000.

                                                                                     

 

OTHER COMPANIES

 

AGAN MARKETING CHEMICALS LTD., 100%,

AGAN AROMA & FINE CHEMICALS LTD., 100%, developers, manufacturers, marketers and exporters of aroma substances for detergents.

 

M.A. INDUSTRIES LTD. also controls (all fully owned by unless otherwise stated):

MAKHTESHIM CHEMICAL WORKS LTD., which together with subject is responsible for the Group's main activities, developers, manufacturers and marketers of crop protection products - pesticides, insecticides, herbicides, polyester resins, photo-chemicals, etc.

AGAN ENGINEERING ENTERPRISES (1988) LTD.

BIO DAR LTD., micro capsulation manufacturers,

DALIDAR PHARMA ISRAEL (1995) LTD., develops, and market photo pharmaceuticals (herbal based remedies)

MAKHTESHIM AGAN HEALTH AND FOOD ADDITIVES LTD.

LYCORED LTD., manufacturers, exporters and marketers of non agro natural food additives

PRIZMA INDUSTRIES LTD.

LUXEMBOURG PHARMACEUTICALS LTD., importers and marketers of pharmaceuticals, medical equipment and supplies

ISRAMEDCOM LTD.

LUXVISION LTD.

MILENIA PARTICIPACOES S.A., incorporated in August 1998, merging the activities Brazilian companies DEFENSA and HERBITECHNICA

MAGAN ARGENTINA S.A., Argentina

ARAGONESAS AGRO S.A., Spain

CELSIUS PROPERTY B.V.

IRVITA PLANT PROTECTION N.V. QUENA CORP.

FAHRENHEIT HOLDINGS B.V.

MAKHTESHIM AGAN HOLDING B.V.

MAKHTESHIM AGAN PARTICIPACOES

MAKHTESHIM AGAN COSTA RICA SA

MAKHTESHIM AGAN ESPANA SA

MAKHTESHIM AGAN NORTH AMERICA INC.

MAKHTESHIM AGAN FRANCE SARL

MAKHTESHIM AGAN U.K. LTD.

MAKHTESHIM AGAN ROMANIA SRL

MAKHTESHIM AGAN THILAND LTD.

MAKHTESHIM AGAN ITALIA SRL.

MAKHTESHIM AGAN SOUTH AFRICA PTY LTD.

MAKHTESHIM AGAN INDIA PRIVATE LTD.

MAKHTESHIM AGAN POLAND SP.ZO.O

MAKHTESHIM AGAN SWEDEN AB

MAKHTESHIM AGAN PORTUGAL LTD.

MAB PARTICIPACOES S/C LTD.,

BIOTECH M.A.H., jointly with HAZERA, investing in biotech start-ups

PROFICOL S.A., Colombia, 57.5

MAGAN JAPAN CO. LTD.

MAGAN HB B.V.

MAGAN ITALIA SRL

MAGAN HOLDING GERMANY GMBH

MAGAN KOREA CO. LTD.

ALB HOLDINGS U.K.

FEINCHEMIE SCHWEBDA GMBH

MA U.S. HOLDING INC., USA

AGRONICA AUSTRALASID PTY LTD, Australia

And several more subsidiaries.

 

 

BANKERS

 

Bank Leumi LeIsrael Ltd., Central Branch (No. 800), Tel Aviv.

Bank Hapoalim Ltd., Ashdod Branch (No. 658), Ashdod.

Israel Discount Bank Ltd., Ashdod Branch (No. 004), Ashdod.

Citibank Ltd., Central Branch (No. 001), Tel Aviv.

 

 

CHARACTER AND REPUTATION

 

Nothing unfavorable learned.

 

Having ISO 9000, 9002, ISO 14001 (Environmental Management Standard) and TA-LUFT standard, GLP German authorization.

In January 2007, Avraham Kleiner, subject's General Manager, won the local Industry Award for 2006, for doubling subject's sales and tripling its profits.

 

MAKHTESHIM AGAN is considered the world’s largest producer of generic products for plant conservation and one of the leading companies in the agro-chemical sector, ranked 7th in world sales in the agro-chemical field (in 2004) with 3.8% of global sales.

 

Subject was awarded the 1999 Environmental Shield of industrial excellence in preserving and improving the ecology. The judges’ panel acknowledged subject’s investment of NIS 40 million in the field of disposal of toxic waste, polluting substances. Subject will invest in 2000-2 a further US$ 23 in this area.

Subject has adopted the German ecological standard T.A. LUFT, which is the strictest in the world, and this year subject’s efforts were recognized when it won the first prize on ecological achievements.

 

In June 2002, parent company completed the acquisition of FEINCHIMI, of Germany, for a sum of US$ 21 million. The German company’s 2001 sales were

US$ 40 million.

 

In August 2000 M. A. completed its acquisition of MILENIA PARTICPACOES S.A. of Brazil, the company through which M.A. operates in Brazil, one of subject’s strongest markets, for a sum of US$ 45 million.

 

In June 2004, it was reported that the M.A. Group acquired 45% in CONTROL SOLUTIONS INC. (CSI), an American pesticide company, for a sum of US$ 13.5 million. In August 2005, it was reported that it acquired further 15% in CSI. CSI's sales in 2003 amounted to US$ 45 million.

 

In July 2004, parent acquired FARMOZ, Australia 4th larges Agrochemical Company.

 

In September 2004, subject's parent acquired 50.1% of RICECO of the USA, developers and manufacturers of herbicides for rice growing.

 

In March 2005, subject's parent acquired 49% of Dutch company MABENO in a shares swap deal (with an option to increase stakes up to 55%).

 

In May 2005, subject's parent acquired 70% of Hungarian distribution company BIOMARK TRADING, with an option to increase stakes up to 100%.

 

In April 2005, M.A. signed a strategic deal to distribute BAYER CropScience’s agricultural insecticides.

 

In the framework of its expansion program in the non-agricultural pesticide products, subject's parent M.A. acquired in 2006 shares in 2 foreign companies (30% of ALLIGARE of the USA, and 60% of Italian KOLLANT).

 

In November 2006 M.A. acquired a Czech distributing company (AGROVITA), and in parallel completed the establishment of a new subsidiary in Russia. This is in the framework of expanding penetration into the Eastern European markets, where the M.A. Group sees large potential for its agro-chemical products.

 

In the beginning of December 2006 parent M.A. published an earning warning towards the 4th quarter of 2006, as it will have to allocate US$ 10 million of its accounts for settling a lawsuit in the USA. M.A. will have to compensate an American ethical agro-chemical company for an authorization it obtained for marketing an insecticide (which they acquired in 2002 but has not made use of). It appears that M.A. was not aware at the time to its commitment in this matter.

 

In February 2007 it was reported that subject will purchase raw materials from China during 2007 in volume of US$ 110-120 million, which is 25% of the total raw materials purchasing (the whole M.A. Group will purchase from China in volume of US$ 200 million of raw materials).

 

Subject is part of the I.D.B. Group, one of Israel's largest concerns, which controls the KOOR Group, as well as many other companies in Israel and abroad.

During the first half of 2006 businessman Nochi Dankner, who controls the I.D.B. Group, increased his stake in KOOR INDUSTRIES LTD. (which controls subject's parent M.A. with 37%) from 10% to 44%, thus becoming the main shareholder of KOOR. He acquired the shares from the Bronfman Group. The M.A. Group is considered as a strategic asset of the I.D.B.

In December 2006 I.D.B. increased its holdings in KOOR to 52%. KOOR's current market value is US$ 929 million.

 

According to the Chairman of the Chemical, Pharmaceutical and Environment Division at the Industrialists Association, total sales of the branches in 2006 witnessed a remarkable 12.6% growth to US$ 17.4 billon, after in 2005 sales increased by 10% from 2004.

 

2006 exports of the branch were US$ 8.8 billion (some one third attributed to the chemical industry), a 15.7% increase from 2005, and sales to the local market reached US$ 8.6 billion, a 10% increase from 2005.

 

The chemical and pharmaceutical industries are the 2nd largest export branch (after the hi-tech) and comprise 30% of Israel’s industrial exports. The industry employs 28,700 employees.

Purchasing abroad amounted to US$ 1.5 billion in 2006.

 

 

SUMMARY 

 

Good for trade engagements.

 

Maximum unsecured credit recommended up to several US$ millions.

 


 

RATING EXPLANATIONS

 

 

RATING

STATUS

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

Credit not recommended

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions