Full Breakdown
Vesuvius Evaluates RHI Magnesita’s Latest Takeover Proposal Valued at 551 pence per Share
By Drooid · · How we work
Core Event
Vesuvius plc announced it received a new unsolicited proposal from rival refractory-materials producer RHI Magnesita N.V. on August 27 2026. The offer combines 470 pence in cash with 0.28 new RHI shares for every 10 Vesuvius shares, valuing each Vesuvius share at 551 pence based on RHI’s one-month VWAP. The board is reviewing the terms with advisers and has asked shareholders to take no action for now.
Background & Context
Since September 2025, RHI has made several unsolicited approaches for Vesuvius:
- Sept 29 2025 – all-cash bid of 448 pence (rejected).
- Mar 17 2026 – all-cash offer of 550 pence, after which Vesuvius granted due-diligence access.
- June 23 2026 – mixed cash-and-share proposal with a 550 pence headline value; the board rejected it on June 29 2026.
Data & Statistics
- Share capital – Vesuvius has 255,442,891 ordinary shares, of which 248,171,717 carry voting rights.
- Equity stake – Acceptance would give Vesuvius shareholders about 7.1 million new RHI shares, roughly 13 % of the enlarged company.
- Dividend protection – The offer preserves Vesuvius’s 2026 interim dividend of 7.1 pence and 2025 final dividend of 16.5 pence (paid July 6).
- Shareholder backing – Cevian Capital AB, Vesuvius’s largest shareholder with a 23 % stake (57,249,896 shares), provided an irrevocable undertaking on August 27 2026 to support a recommended offer on these terms.
- Market reaction – The day after the announcement, Vesuvius shares rose 23 %–27 %, hitting 494 pence intraday; RHI’s London-listed shares fell about 3 %.
Official Statements & Responses
- Cevian Capital – Confirmed its irrevocable undertaking to back a recommended offer on the August 27 terms.
- Regulatory timeline – Under the UK Takeover Code, RHI must announce a firm intention to make an offer or state it will not proceed by 5 p.m. London time on October 27 2026; extensions require Takeover Panel consent.
Why It Matters / Impact
The proposal offers a ?47 % premium to Vesuvius’s closing price on September 28 2026. Combined with Cevian’s backing and a clear regulatory deadline, it created one of Vesuvius’s largest single-session gains in decades.
Strategically, the merger would unite two leading producers of heat-resistant linings and flow-control products for steelmaking and other high-temperature processes, potentially delivering cost synergies, a broader product portfolio, and greater purchasing power.
Conflicting Reports & Gaps
Two valuation figures appear: 551 pence (based on RHI’s one-month VWAP) and 549 pence (based on RHI’s share price on September 28 2026). Both are proposer calculations, reflecting different reference dates.
What’s Next
- Regulatory deadline – RHI must decide by October 27 2026 whether to issue a firm offer or withdraw.
- Shareholder decision – If a firm offer is announced, Vesuvius’s board will recommend acceptance or rejection, followed by a shareholder vote.
- Market monitoring – Merger-arbitrage participants will continue pricing the spread between Vesuvius’s market price and the implied offer value as RHI’s share price moves.
The outcome will determine whether the consolidation proceeds, reshaping the competitive landscape of the global refractory-materials industry.