MIRA INFORM REPORT

 

 

Report Date :

31.07.2012

 

IDENTIFICATION DETAILS

 

Name :

MAKHTESHIM CHEMICAL WORKS LTD.

 

 

Registered Office :

1 Seadia Malal Street, Industrial Zone, Beer Sheva 8410001

 

 

Country :

Israel

 

 

Financials (as on) :

31.03.2012

 

 

Date of Incorporation :

17.07.1952

 

 

Com. Reg. No.:

52-002396-1

 

 

Legal Form :

Public Limited Company

 

 

Line of Business :

Developers, manufacturers and marketers of crop protection products

 

 

No. of Employees :

Not Available

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Status :

Good

Payment Behaviour :

No complaints

Litigation :

Clear

 

NOTES :

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

 

ECGC Country Risk Classification List – March 31st, 2012

 

Country Name

Previous Rating

(31.12.2011)

Current Rating

(31.03.2012)

Israel

A2

A2

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

Company name

 

MAKHTESHIM CHEMICAL WORKS LTD.

Telephone       972 8 629 66 11

Fax                972 8 629 69 91

P.O. Box 60, Beer Sheva

1 Seadia Malal Street

Industrial Zone

BEER SHEVA 8410001 ISRAEL

 

 

HISTORY & LEGAL FORMATION

 

Originally incorporated as a public limited company, registered as such as per file No. 52-002396-1 on the 17.07.1952.

In May 1992 published a prospectus offering shares to the public and started trading through the Tel Aviv Stock Exchange.

In June 1998 amalgamated with Agan Chemical Manufacturers LTD., forming the MAKHTESHIM AGAN Group.

As of May 1998, due to change of ownership, subject's shares were de-listed from trade on the Tel Aviv Stock Exchange (TASE), following which subject converted into a private limited company (registration number remains the same).

 

 

SHARE CAPITAL

 

Authorized share capital NIS 212,000,000.00, divided into -

212,000,000 ordinary shares of NIS 1.00 each, of which 114,238,074 shares amounting to NIS 114,238,074.00 were issued.

 

 

SHAREHOLDERS

 

Company is fully owned by MAKHTESHIM – AGAN INDUSTRIES LTD. (hereinafter M.A.), owned by:

1.    CNAC INTERNATIONAL PTE LTD., 60%, of Singapore, fully owned by CHINA NATIONAL AGROCHEMICAL CORP. (“ChemChina”), a People's Republic of China company,

2.    KOOR INDUSTRIES LTD., 40%, a public limited company, whose shares are traded on the Nasdaq Stock Exchange and TASE, controlled (60.5%) by publicly traded I.D.B. HOLDING CORP. LTD., heading the IDB Group,, controlled by Nochi Dankner (mainly), Isaac Manor and Livnat Family.

On the 17.10.2011 a transaction was completed, according to which ChemChina acquired 52.3% of M.A's shares held by the public for US$ 1,270 million plus 7% of the shares held by KOOR for US$ 168 million, according to a value of US$ 2.4 billion for M.A. (transaction was carried on in a way of a reverse tri-angle merger). Following the deal completion, M.A. became a private limited company and shares were de-listed from trade on TASE (on 17.10.11), although its bonds are still publicly traded.

                                                                                                                             


DIRECTORS

 

1.    Aviram Lahav, CFO of M.A.,

2.  Yoav Zeif, VP Marketing of M.A.,

3.  Chen Lichtenstein, VP Business Promotion of M.A.,

4.  Morris Zelkha.

 

Yang Xingqiang of ChemChina is M.A. Chairman since 17.10.11.

Erez Vigodman remains M.A. Group's General Manager & President.

 

 

GENERAL MANAGER

 

Arie Elyashiv.

 

 

BUSINESS

 

Developers, manufacturers and marketers of crop protection products - pesticides, insecticides, herbicides, polyester resins, photo-chemicals, etc.

Subject is Israel’s largest company in its field and is a part of the MAKHTESHIM-AGAN Group.

M.A. exports 96% of its production to more than 100 countries, through subsidiaries and distribution branches worldwide.

 

Among local clients: HAMASHBIR FOR AGRICULTURAL, CHEMADA FINE CHEMICALS CO.

 

Among local suppliers: G.G. YAROM GETTER, MODCHEM, GOLD BAR, SANO INTERTRANS, ATEKA, PETRUS TECHNICAL SUPPLIES, ALMOR FIBREGLASS, DORMEX TRADE, DEAL ENGINEERS, YAMATON, TAGAD CHEMICLS, APPLIED CHEM, K.L. TEX AND SONS, etc.

 

Sole pesticides sub-contractor for BAYER - of Germany.

Raw materials purchase agreement with DOW CHEMICALS - of U.S.A.

Also manufacturing for a/m resins under the brand name DERKANE.

Subject also has cooperation agreements with CRAY VALLEY of France, and MONSANTO.

 

Operating from M. A. Group headquarters offices (rented, on an area of 3,870 sq. meters) in Golan Street, Arava House, AirPort City Park, near the Ben Gurion International Airport.

Production from main plant, owned, 407,000 sq. meters plot on which 37,000 sq. meters are built, in 1 Seadia Malal Street, Industrial Zone (a compound which also in Hebron Road), Beer Sheva, and a plant (owned by M.A.) in Ramat Hovav, on an area of 1,086,000 sq. meters, on which 170,000 sq. meters are built.

 

M. A. Group also operates from 2 plants in Brazil (subsidiary MILLENIA) and facilities in USA, S. Korea, Mexico, Colombia, Spain, Italy, Greece and India.

Distribution through 23 marketing companies and offices worldwide.

 

Having 4,072 employees serving M.A. Group (as of end of 2011), of which 1,374 employees in Israel.

MEANS

 

In December 2006, March 2009 and January 2012 M.A. completed a capital raise of NIS 2.35 billion, NIS 1.2 billion and NIS 1.08 billion, respectively, with bonds issue via TASE.

 

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

 

                                                                                           US$ (millions)

                                                                                    31.12.2011            31.03.2012

ASSETS

Current assets

     Cash and short term investments                                      420.5                    597.1

     Customers                                                                      523.7                    654.1

     Other receivables                                                            216.0                    390.1

     Inventories                                                                   1,060.4                 1,074.9

                                                                                       2,220.6                 2,716.2

 

Long term investments, loans & debit                                    114.0                    112.7

Fixed assets (net)                                                                660.5                    673.3

Deferred tax                                                                          78.1                      82.6

Intangible assets, net                                                           692.6                    694.5

                                                                                       1,545.2                1,563.1

                                                                                       3,756.8                 4,279.3

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

 

LIABILITIES

Current liabilities                                                               1,536.0                 1,667.3

Long-term liabilities

     Loans from banks                                                            139.4                    183.0

     Debentures                                                                     687.1                    963.3

     Other long-term liabilities                                                 161.7                    145.1

                                                                                          988.2                 1,291.4

Equity                                                                              1,241.6                 1,320.6

                                                                                       3,756.8                 4,279.3

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

 

The ChemChina transaction includes, besides the sum paid for the shareholders, a non-recourse loan of US$ 960 million for KOOR for 7 years from Import & Export Bank of China, where KOOR will mortgage its 40% shares in M.A., shares which will be transferred to ChemChina in the end of the period if the parties would not agree otherwise). Loan agreement was signed in July 4th, backed by HSBC Bank. According to the agreement, M.A. will go public within the next 3 years in one of the foreign exchanges (Hong Kong, London or New York).

 

In December 2010 M.A. was forced to ask waivers from its bankers concerning not meeting certain financial covenants, which the banks accepted and M.A met the new covenants. M.A's Brazilian subsidiary MILENIA suffered heavy losses due to mounting competition and the global economic crisis and had to go massive re-organization – M.A wrote-off US$ 120 million in 2010 in this regard. Recovery in MILENIA's activities has been noted in 2011 statements.

 

Subject is an “Approved Enterprise” and as such entitled for State incentives and tax relieves. In 1997 subject received approval from the Israeli Investment Centre (IIC) for an expansion plan for its Ramat Hovav plant (some US$ 60 million). In 1998, 2000 and 2001 the IIC approved investments plans for the expansion of the Ramat Hovav plant of US$ 4.2, US$ 25 and US$ 14.8 million respectively.

In August 2010 the IIC approved a NIS 20 million investment plan for subject's plant in Ramat Hovav, of which up to 24% a grant.

 

There are 6 charges for unlimited amounts registered on the company's assets, in favor of the State of Israel and a foreign company.

 

REVENUES

                                                             MAKHTESHIM-AGAN INDUSTRIES LTD.

                                                                    Consolidated Statement of Income

                                                                                      US$ (million)

                                                                                  Year ended 31.12

                                                                           2009              2010              2011

Sales                                                                 2,214.6          2,362.2          2,691.4

 

Gross profit                                                           581.9             649.2             841.5

 

Operating income                                                   119.7                 6.2             243.1

 

Profit (loss) before taxes on income                           26.0           (121.2)             126.8

 

Net income (loss)                                                    34.7           (131.9)             120.7

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

 

Most of M.A.’s sales are attributed to its core activities of chemicals for the agricultural fields. Other fields (food additives, industrial chemicals, etc.) captured 7% of 2011 overall sales.

 

MAKHTESHIM – AGAN IND. consolidated sales for the first 3 months of 2012 were US$ 828 million (6% increase compared to the parallel period in 2011), making a gross profit 286.9 million, an operating profit of US$ 161.9 million, and a net profit of US$ 89.4 million.

 

Subject ended 2008 with a net profit of US$ 20,867,000 (consolidated).

Subject ended 2009 with a net profit of US$ 52,122,000 (consolidated).

Subject ended 2010 with a net loss of US$ 40,476,000 (consolidated).

Subject ended 2011 with a net profit of US$ 65,735,000 (consolidated).

 

 

OTHER COMPANIES

 

NEGEV PROXIDE LTD., 100%

CELSIUS PROPERTY B.V., 100%, Holland.

 

MAKHTESHIM – AGAN INDUSTRIES LTD., parent company, also owns some 50 subsidiaries worldwide, among them (all fully owned unless otherwise stated):

AGAN CHEMICAL MANUFACTURERS LTD., which together with subject is responsible for the Group's main activities. Manufacturers, exporters and marketers of chemicals for agricultural purposes, i.e. plant growth regulators, plant protection chemicals, herbicides, etc.

AGAN MARKETING CHEMICALS LTD.

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

LYCORED LTD., holds 100% of LYCORED BIO LTD., jointly leading M.A. Group's non-agro activities (e.g. natural food additives, micro encapsulation of natural health materials).

DALIDAR PHARMA ISRAEL (1995) LTD., developers, manufacturers and marketers of photo pharmaceuticals (herbal based remedies).

MILENIA AGROCIENCIAS S.A., main Brazilian subsidiary,

MAKHTESHIM AGAN NORTH AMERICA INC., main American subsidiary,

FAHRENHEIT HOLDINGS B.V.,

CELSIUS PROPERTY B.V.

IRVITA PLANT PROTECTION N.V.

ALB HOLDINGS U.K.,

QUENA PLANT PROTECTION N.V.

MAGAN HB B.V.

ARAGONESAS AGRO S.A., Spain

MAGAN ARGENTINA S.A., Argentina

 

MAKHTESHIM AGAN HOLDING B.V.

MAKHTESHIM AGAN PARTICIPACOES

MAKHTESHIM AGAN COSTA RICA SA; MAKHTESHIM AGAN ESPANA SA; MAKHTESHIM AGAN FRANCE SARL; MAKHTESHIM AGAN ROMANIA SRL; MAKHTESHIM AGAN THILAND LTD.; MAKHTESHIM AGAN PORTUGAL LTD.; MAKHTESHIM AGAN ITALIA SRL; MAKHTESHIM AGAN INDIA PRIVATE LTD; MAKHTESHIM AGAN U.K. LTD.; MAKHTESHIM AGAN POLAND SP.ZO.O; MAKHTESHIM AGAN SWITZERLAND LTD.; MAKHTESHIM AGAN PERU SA, MAKHTESHIM ACAN HUNGARIA K.F.T.; MAKHTESHIM AGAN SERBIA LTD; MAKHTESHIM AGAN GUATEMALA LTD; MAKHTESHIM AGAN UKRAINE LTD; MAKHTESHIM AGAN SOUTH AFRICA PTY LTD.

MAKHTESHIM AGAN OF NORTH AMERICA CANADA INC.

PROFICOL S.A., 75%, holding PROFICOL ANDINA N.V. and PROFICOL VENEZUELA S.A.

C.F.M. B.V., Holland

MAGAN JAPAN CO. LTD.

MAGAN ITALIA SRL

MAGAN HOLDING GERMANY GmbH, holds 100% in FEINCHEMIE SCHWEBDA GmbH, and MAKHTESHIM AGAN DEUTCHLAND GmbH

MAGAN KOREA CO. LTD.

MILENIA PARAGUAY S.A.

AGRONICA AUSTRALASIA PTY LTD. and FARMOZ PTY LTD., Australia

EMERALD AGROCHIMICAL COMPANY AVV

MILENIA AGRO CIENCIAS S.A.

DEFENSA S.R.L.

KOLANT S.P.A.

BIOMARK TRADING HOUSE K.F.T.

FCS FRANCE S.A.

FEINCHEMIE (UK) LTD.

MA U.S. HOLDING INC., USA

FARM SAVER GROUP

CONTROL SOLUTIONS INC., 67%

ALLIGARE LLC, 80%

AGROVITA Spel (SRO) (Czech Republic), and several more subsidiaries.

And many other companies in the KOOR Group and I.D.B Concern.

 

I.D.B. HOLDING CORP. is controlled by:

1.  GANDEN HOLDINGS LTD., 54.87%, controlled (69%) by Nochi Dankner (mainly) and his sister Ms. Shelly Bergman (also holds 4% directly in IDB), a foreign trust fund on behalf of the Shimel family (10%) and Avi Fischer (9%),

2.  Avraham Livnat & sons (Zvi, Zeev and Shay), 12.37%,

3.  Isaac Manor, 11.63%., both latter hold shares via holding owned companies.

 

 

BANKERS

 

Known to all local banks, working mainly with Bank Leumi Le’Israel Ltd., Tel Aviv Central Branch (No. 800), and Beer Sheva Branch (No. 921), Beer Sheva.

 

 

CHARACTER AND REPUTATION

 

Nothing unfavorable learned in the legal aspect, apart from several legal procedures which appear to be insignificant, including a motion for class actions (whose chance to be approved estimated to be slim) and a recent criminal claim for causing noise and pollution near a village, which harms the population.

 

Subject is certified with TI 18000, ISO 14001, ISO 9002 and other standard.

 

MAKHTESHIM AGAN (M.A.) is considered as 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 terms in 2011.

 

Business-wise, the global economic crisis harmed M.A. Group performance, and like others in their branch, suffering from fall in demand for their products, notably in the agricultural arena. Notably, M.A faced a crisis in Brazil, one of its main markets, following harsh competition and some limitations recently imposed on sales of Brazilian subsidiary MILENIA. M.A had to go through a massive reorganization process, including workers dismissals. As seen in recent financial results, Group's performance improved significantly, including an improvement in MILENIA's results.

M.A. also expects to complete in the 2012 3rdQ the inspection of its business vis-à-vis ChemChina, towards acquiring parts as a leverage for entering the Chinese market, valued US$ 4 billion.

 

After a long period in which parent company KOOR worked on a strategic move for M.A. in terms of ownership, in late 2010 it signed an agreement with Chinese State-owned largest chemicals company ChemChina, to acquire control of M.A.

This triggered a workers’ dispute in M.A., fearing most to massive lay-off due to the possibility that the plants will be moved to China in order to save costs. The conflict was resolved in October 2010, with a compromise, where 200 of M.A. employees will voluntarily retire, no layoffs and production will continue in Israel at least till mid 2017.

KOOR Group remains a minority shareholder (40%) in subject. KOOR (current market value US$ 330 million) is part of the IDB Concern, a local leading concern, controlled by Nochi Dankner, one of the most influential in Israel with many holdings in various sectors in the local market.

Facing liquidity problems due to high leverage (money raised during the heydays before the global economic crisis), IDB has been going structural changes.

 

In 2000 M.A. acquired Brazilian MILENIA PARTICPACOES S.A. for US$ 45 million, through which M.A. operates in Brazil, one of subject’s strongest markets.

In June 2002, M.A. completed the acquisition of FEINCHIMI, of Germany, for a sum of US$ 21 million.

In 2002, M.A. acquired several products (including stock, licenses, distribution rights, etc.) from BAYER, for a sum of over €200 million. In 2005, M.A. signed a strategic deal to distribute BAYER CropScience’s agricultural insecticides.

During 2004-2005, M.A. made several acquisitions:

* 3 Agro-chemical American Companies of the FARM SAVER Group, for a total sum of US$ 60 million.

* 67% in CONTROL SOLUTIONS INC. (CSI), an American pesticide company, for around US$ 15 million.

* FARMOZ, Australia 4th larges Agrochemical Company for US$ 16 million.

* 50.1% of RICECO of the USA, developers and manufacturers of herbicides for rice growing.

* 49% of Dutch company MABENO in shares swap deal (and later in 2008 increased stakes to 55%).

* 70% of Hungarian distribution company BIOMARK TRADING (and later in 2007 increased stakes to 100%).

 

In the framework of its expansion program in the non-agricultural pesticide products, M.A. acquired in 2006 shares in 2 foreign companies: 30% of ALLIGARE of the USA (later increased to 80%), and 60% of Italian KOLLANT for US$ 15 million (in October 2008 increased stake to 100%). In May 2006 M.A. purchased activities from FARMACHEM/ REISMAN CORP. for US$ 15.7 million.

 

In November 2006 M.A. acquired 75% of Czech distributing company (AGROVITA, and in 2009 increased to 100%), and in parallel completed the establishment of a new subsidiary in Russia, in the framework of expanding penetration into the Eastern European markets, where M.A. Group sees large potential for its agro-chemical products.

In January 2007 M.A. acquired a marketing firm in Ecuador for US$ 6 million.

In February 2007 it was reported that the whole M.A. Group will purchase raw materials from China during 2007 in volume of US$ 200 million.

 

In 2009, M.A. completed the acquisition of 2 companies in Poland (ROKITA, established 1946, plant protection products manufacturers, US$ 50 million annual turnover) and in Serbia (MAGAN YU) for US$ 20 million.

In addition, M.A. acquired in 2009 the American company BOLD FORMULATORS LLC, dealing in formulation of products for plant protection.

 

M.A. has been investing in the Indian market as a source for potential manufacturing and marketing capabilities. M.A. launched a new distribution subsidiary, with intention to recruit further 100 employees to the distribution activities, on top of the Group’s 200 employees in India.

 

M.A. announced in September 2009 on a strategic cooperation agreement with CIBUS GLOBAL, according to which M.A. will invest up to US$ 37 million over five years in a Joint Venture with CIBUS to develop proprietary crop traits in five major crops with a European focus. Separately, in another agreement, M.A. entered into a Strategic Equity Alliance with CIBUS that allows M.A. to gradually acquire up to 50.1% of CIBUS equity.

 

In October 2010 M.A. announced it signed a cooperation agreement with its global rival MONSANTO, in which M.A. will be sole supplier to some of MONSANTO's key products.

In November 2010 M.A. announced on 2 acquisitions, one is 100% of BRAVO Group of Mexico (US$ 30 million sales), and the other is 51% of JK INC. of Korea (US$ 10 million sales).

 

M.A. has a cooperation agreement with Swiss partner FURMENISH for

development, manufacturing and marketing aroma products. The joint venture,

INNOVA AROMA S.A., established jointly in 2010 new company for the erection

of a production facility in M.A. Group compound in Ramat Hovav and called

NEGEV AROMA.

According to a report from September 2011, the Israeli Investment Center is to

approve an investment of NIS 110 million for the erection of the plant.

 

In June 2011 M.A signed an exclusive license agreement with Italian ISAGRO, for using the Italian company's developed active substance.

 

In sake of major saving in energy costs, M.A. launched its initiative for the erection of private power plants based on natural gas in subject and AGAN's plants, with an investment of US$ 200 million (erected jointly with EDELTEK and Turkish company ZORLO). In April 2011 subject started operating its 120mW power plant in Ramat Hovav site. In December 2009 M.A Group signed a contract with Egyptian EMG to supply natural gas its plants in value of US$ 10 million per year.

In April 2012 EMG announced M.A. on annulling the gas supply (due to political motives). M.A. has been contemplating alternative sources (as well as its position in front of EMG due to the breach of agreement).

 

 

SUMMARY

 

Good for trade engagements.

Maximum unsecured credit up to several US$ million.

 

Note: We did not find a relation of subject to the address you provided "Business Center 426 130 Keren Kayemet Le'Israel st." in Beer Sheva. Subject's officials we spoke to, did not recognize the address either. It is possible that subject, being a large company, have an office or some affiliation to this address, and if so, it is insignificant. Please relate to the addresses we provide in our report.

 

 

 

FOREIGN EXCHANGE RATES

 

Currency
Unit

Indian Rupees

US Dollar

1

Rs.55.80

UK Pound

1

Rs.87.66

Euro

1

Rs.68.45

 

 

INFORMATION DETAILS

 

Report Prepared by :

PDT

 

 

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

Capability to overcome financial difficulties seems comparatively below average.

 

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

--

NB

                                       New Business

 

--

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 

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

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.