going private transactions in going private transactions in france

PUBLIC TO PUBLIC TRANSACTIONS
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Selected “Failed” Transactions
TARGET
AFFLELOU
(Fili d M h 14th (Filing date: March 14 2006) th 2006)
APRR
(Filing date: February 24th 2006)
BUFFALO GRILL
(Filing date: October 7th 2005)
III P TO P CASE STUDIES
REASON FOR NOT REACHING 95%
UPFRONT SUBSEQUENT DEVELOPMENTS COMMENTS
Interlopers (hedge funds) holding
10% to 12% of the capital before
tender offer starts / other
interlopers buying in during tender
offer period
Interloper (US hedge fund group
Elliott Management Corp) bought
7.01% economic rights during the
offer ff period i d
Interloper (Amber Fund)
increased its stake from 8.59% to
10.17% during tender offer period
None so far Inconvenience mitigated by tax
structure with two holdings
allowing for tax consolidation
and financing structure such that
no dividend payment is needed
for an interim period
None so far EMC is now holding a stake of
10,3%
In December 2005, Amber Fund sold its stake
against a stake in Colbison (acquisition holding)
Acquisition vehicle announced holding 94.19%
of the share capital and 96.94% of voting
rights rights, not including 1.33% 1 33% treasury shares
Squeeze-out offer was held “non recevable” by
AMF (March 22, 2006) on the basis that the
propose squeeze-out price did not reflect
potential real estate upside
Amber Fund stake in Buffalo
Grill was publicly known before
the launch
CAMAÏEU Interloper (Sandell) increased its In January 2006, acquisition vehicle filed a new Average cost to bidder: €112
(Filing date: February 14th p ( )
J y , q
g
2005) stake from 4.21% to 10.4% during tender offer at €130/share (vs. €85 in the initial per share vs. €85 initial price
offer period
offer)
Offer pending
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