The draft simplified tender
offer, the draft offer document of Groupe Marc de Lacharrière and
the draft document in response by Fimalac remain subject to the
AMF's review.
This announcement is not an offer of securities
nor any form of solicitation in the United States or in any other
jurisdiction. The offer described below may only be commenced
following approval by the French Autorité des marchés
financiers |
Press release relating to the filing
of
a draft document in response
to
the simplified tender offer on the shares
of |
FIMALAC |
Initiated by
groupe Marc de Lacharrière |
|
AMF - Autorité des Marchés
Financiers
This press release relating to the filing by Fimalac with the
Autorité des marches financiers (the French
financial markets authority, "AMF"), on June
6, 2017, of a draft document in response to the draft simplified
tender offer on the shares of Fimalac initiated by Groupe Marc de
Lacharrière, was prepared and disseminated in accordance with the
provisions of articles 231-26 of the AMF's general
regulation.
The draft simplified tender offer, the draft offer
document of Groupe Marc de Lacharrière and the draft document in
response by Fimalac remain subject to the AMF's review. |
The draft document in response is available on the
websites of Fimalac (www.fimalac.com) and the AMF
(www.amf-france.org), and can be obtained free of charge
from:
Fimalac
97 rue de Lille
75007 Paris, France
In accordance with the provisions of article 231-28 of the AMF's
general regulation, information on Fimalac's legal, financial, and
accounts characteristics, among others, will be made available to
the public in the same manner as mentioned above, no later than the
day preceding the opening of the simplified tender offer.
A financial notice will be issued, no later than the day preceding
the opening of the simplified tender offer, to inform the public of
the procedures for making these documents available. |
1.
reminder of the conditions of the Offer
In accordance with Title III of
Book II and more specifically of the articles 231-13 and 233-1, 1°
et seq. of the AMF's general regulation,
Groupe Marc de Lacharrière, a French société
anonyme, with a share capital of € 30,932,736, having its
registered office at 11 bis, rue Casimir Périer, 75007 Paris,
France (mailing address: 97, rue de Lille, 75007 Paris, France),
and registered with the trade and companies register of Paris under
number 331 604 983 ("Groupe Marc de
Lacharrière", "GML" or the "Initiator"), has filed with the AMF, on May 30, 2017, a
draft simplified tender offer (the "Offer")
which shall, as the case may be, be followed by a mandatory
squeeze-out (the "Squeeze-Out"), under which
GML has irrevocably undertaken before the AMF to offer to all
shareholders of F. Marc de Lacharrière (Fimalac), a French
société anonyme, with a share capital of
€ 108,680,000, having its registered office at 97, rue de
Lille, 75007 Paris, France and registered with the trade and
companies register of Paris under number 542 044 136 ("Fimalac" or the "Company"), having
24.700.000 outstanding shares on May 15, 2017 of a nominal value of
€4.40 each and whose shares are listed on compartment A of the
regulated market of Euronext in Paris ("Euronext
Paris") under ISIN code FR0000037947, to acquire at a price of
131 euros per share (ex € 2.10 dividend) (the "Offer Price"), under the terms and conditions of the
Offer described below, all existing shares (including the Free
Shares (as defined in section 1.2 of the draft document in
response)) not held by the Initiator or assimilated to the shares
held by the Initiator, i.e., a maximum of 1,461,354 shares
representing 5.92% of the share capital and 6.20% of the voting
rights[1].
It is specified that:
(i)
the assimilated shares which are not targeted by the Offer
include[2]:
-
the Fimalac shares held by Mr. Marc Ladreit de Lacharrière, some
members of his family and other persons connected with GML, acting
in concert with GML (see section 2.2 of the draft document in
response), representing together 0.74% of the share capital and
0.89% of the voting rights of the Company, assimilated with those
held by the Initiator pursuant to article L. 233-9, I, 3° of the
French code de commerce; and
-
the treasury shares held by the Company, representing 0.19% of the
share capital of the Company, assimilated with those held by the
Initiator pursuant to article L. 233-9, I, 2° of the French
code de commerce.
(ii)
the Free Shares (as defined in section 1.2 of the draft document in
response) which will be subject to a Liquidity Agreement (as
defined in section 1.2 of the draft document in response) entered
into prior to the closing of the Offer will also be assimilated to
the shares held by the Initiator pursuant to article L. 233-9, 4°
of the French code de commerce and may not be
tendered into the Offer nor transferred to the Initiator in the
event of a potential squeeze-out (see section 1.2 of the draft
document in response).
Pursuant to articles 237-14
et seq. of the AMF's general regulation, if at
the closing of the Offer, Fimalac minority shareholders do not
represent more than 5% of the share capital or of the voting rights
of the Company, the Initiator will implement a squeeze out, within
a maximum period of three months from the closing of the Offer.
This procedure will be carried out at the same price than the
Offer, net of charge.
The Offer is presented by BNP
Paribas, Crédit Agricole Corporate and Investment Bank and Société
Générale (the « Presenting Banks »).
Only BNP Paribas and Crédit Agricole Corporate and Investment Bank
guarantee, in accordance with the provisions of article 231-13 of
the AMF's general regulation, the content and irrevocable nature of
the undertakings given by the Initiator in connection with the
Offer.
The Offer will be made pursuant to
the simplified procedure in accordance with the provisions of
articles 233-1 et seq. of the AMF's general
regulation.
2.
reasoned opinion of the board of directors
Pursuant to the provisions of the
article 231-19 of the AMF's general regulation, the board of
directors of Fimalac was held on June 6, 2017, under the presidency
of Mr. Marc Ladreit de Lacharrière as Chairman and CEO of the
Company, to review the Offer (potentially followed by a mandatory
squeeze-out) and issued a reasoned opinion on the interest and
consequences of the Offer for the Company, its shareholders and its
employees.
Mr. Marc Ladreit de Lacharrière,
Mrs Clarisse Ladreid de Lacharrière, Mr. Jérémie Ladreit de
Lacharrière, Mr. Pierre Blayau, Mr. Philippe Lagayette, Mr. Bernard
de Lattre, Mr. Thierry Moulonguet, Mr. Bernard Pierre, , Mr.
Etienne Pflimlin, GML as board member represented by Mrs. Eléonore
Ladreit de Lacharrière, and Mr. Jean-Charles Naouri were present or
represented. M. Henri Lachmann and Mr. Thomas Piquemal (censors)
were absent and excused.
The board of directors therefore
issued the following reasoned opinion at the unanimity of the
present board members, being specified that the board members who
represent GML or are connected to it (this including Mr. Marc
Ladreit de Lacharrière, Mr. Jérémie Ladreit de Lacharrière, Mrs.
Eleonore de Lacharrière, Mrs. Clarisse Ladreit de Lacharrière and
Mr. Bernard de Lattre), and have reported a potential conflict of
interest in connection with the decisions that the board of
directors might take in the context of the Offer, did not take part
in the discussions nor in the vote.
The reasoned opinion of the board
of directors issued on June 6, 2017 is fully reproduced below:
"The President
reminds the members of the board of directors that they now have to
(i) review the terms of the draft Offer and (ii) issue a reasoned
opinion on the interest which such Offer represents for the Company
and its shareholders and employees.
To this end, the
President handed out to the members of the
board of directors, before the present meeting:
-
the draft information document
established by Groupe Marc de Lacharrière including the
characteristics of the Offer, notably the motives and intentions of
the initiator, as well as the valuation work of the presenting
banks regarding the price of the Offer established by BNP Paribas, Crédit Agricole Corporate and Investment Bank
and Société Générale as presenting banks of the Offer;
-
the fairness opinion of the
independent expert (the firm Associés en Finance)
appointed by the board of directors during its
meeting of May 15, 2017 and which used a multi-criteria approach in
view of the valuation of the Company, concluded to the fairness for
the minority shareholders of the Company of the offered price of
131 euros per share (ex-dividend of 2.10 euros), including in case
of implementation of a mandatory squeeze-out following the
Offer;
-
the draft document in response
of the Company.
The board of
directors, having examined the draft offer document relating to the
Offer, the valuation work undertaken by the presenting banks and
the draft report of the firm Associés en Finance appointed as
independent expert, find that:
-
the independent expert has
concluded to the fairness of the price of the Offer for the
shareholders of the Company;
-
the Offer provides an
opportunity for the shareholders of the Company who wish to sell
all or part of their shares at a price with an attractive
premium;
-
the Offer will have no direct
impact on the Company's strategy, its financial capacities or its
dividend distribution policy, nor have any consequences on
employment; and
-
in the event that the minority
shareholders do not own more than 5% of the Company's share capital
or voting rights at the closing of the Offer or, failing that, if
the conditions so permit, the Initiator will file for the delisting
of the shares of the Company from the regulated market of Euronext
Paris.
In the light of
the above, the board of directors determines, with the unanimity of
the voting members that:
-
the financial terms of the
draft Offer are fair for the shareholders, the review of the
valuations made by BNP Paribas, Crédit Agricole Corporate and
Investment Bank and Société Générale, the Presenting Banks, and the
independent expert showing that the draft Offer provides minority
shareholders with a real premium according to the main valuation
methods used in the said evaluations;
-
the Offer is in the best
interest of the Company and its shareholders and does not have any
direct consequences on its employees.
After
deliberation, given the opportunity for immediate liquidity offered
by this Offer, at an attractive price, including in the event of a
mandatory squeeze-out, the board of directors recommends
with the unanimity of the voting members that
the shareholders tender their shares into the
Offer."
In addition, the board of
directors acknowledged that the 46,196 treasury shares held to date
by the Company were not targeted in the Offer.
3.
report of the independent expert
Pursuant to the provisions of
articles 261-1, I and 261-1, II of the AMF's general regulations,
the firm Associés en Finance was appointed on May 15, 2017 by the
board of directors of Fimalac as an independent expert in order to
establish a report on the financial terms of the Offer and the
potential mandatory squeeze-out.
The report of the independent
expert, dated June 6, 2017, is reproduced in section 4 of the draft
document in response prepared by Fimalac and concludes that:
"Associés en
Finance has been appointed by the Board of Fimalac as independant
expert in order to provide a fairness opinion on the Public Offer
(the "Offer") initiated by Groupe Marc de Lacharrière ("GML") on
the Fimalac shares it does not own. The offer price proposed by GML
is 131 Euro per share (after dividend) bearing in mind that: At the
end of the offer period, if minority shareholders represent less
than 5% of the issued capital or voting rights, GML will ask for a
squeeze-out procedure leading to the delisting of Fimalac
share.
Associés en
Finance has conducted a multi-criteria analysis of Fimalac. Besides
the current listed stock price and the price of the simplified
public offer realised in 2016, Associés en Finance has valued
Fimalac assets using the most appropriate methodology for each
asset.
The proposed
price of 131 Eur (ex-dividend of 2.10 Eur) exteriorizes a
significant premium to the listed price before the announcement of
the Offer. This premium ranges between 21.4% (on the stock price at
closing on the 12th of May 2017)
and 25.1% (on various reference period between 10 days and 6 months
before the announcement).
The Net Adjusted
Asset Value of Fimalac resulting from our valuation ranges between
119 and 138 Eur per share. The 131 Eur offer price (ex-dividend)
stands within that range.
This valuation
range is based on favorable hypothesis for the minority shareholder
as: Fitch value reflects exactly the existing protocol
between Fimalac and Hearst that links Fitch value to Moody's stock
price and we have not impacted the total Fimalac value with a
specific holding discount or minority discount.
The Offer price
is above that of the simplified tender offer of April 2016.
The Offer will
provide liquidity to the minority shareholders for their investment
together with a significant premium on the listed price. In
addition, minority shareholders will be able to crystalize the
value of their investment at the Net Adjusted Asset Value at a
moment when both stock markets and the main assets are at a high
point.
The terms and
conditions of the Offer are therefore fair for the minority
shareholders including in the context of the squeeze-out
procedure."
4.
Contacts
Communication and
Investor Relations:
Robert GIMENEZ, +33 1 47 53 61 73
Jacques TOUPAS, +33 1 47 53 61 53
This press release was prepared for
informational purpose only. It is not an offer to the public and it
is not for distribution in any country other than France, except
where such distribution is permitted by applicable
law.
The distribution of this press
release, the Offer and its acceptance may be subject to specific
regulations or restrictions in certain countries. The Offer is not
made to persons subject to such restrictions, either directly or
indirectly, and may not be accepted in any way from a country where
the Offer would be subject to such restrictions. Consequently,
persons in possession of this press release shall inquire about
potential applicable local restrictions and comply with them.
Fimalac disclaims all liability in the event of any breach of the
applicable legal restrictions by any person. |
[1]
Based on a total number, as of May 15, 2017 of 24,700,000 shares
and 25,121,244 voting rights of the Company, in accordance with the
provisions of article 223-11 of the AMF's general regulation
(information provided by the Company).
[2]
Based on a total number, as of May 15, 2017 of 24,700,000 shares
and 25,121,244 voting rights of the Company, in accordance with the
provisions of article 223-11 of the AMF's general regulation
(information provided by the Company).
PROJETREPONSEEN
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: FIMALAC via Globenewswire