going private transactions in going private transactions in france
going private transactions in going private transactions in france going private transactions in going private transactions in france
PUBLIC TO PUBLIC TRANSACTIONS 17 Selected “Failed” Transactions (cont'd) TARGET MECATHERM (Filing date: November 19 th 2003) GRANDVISION (Filing date: July 23 rd 2003) LEGRIS INDUSTRIES (Filing date: November 28 th 2003) III P TO P CASE STUDIES REASON FOR NOT REACHING 95% UPFRONT SUBSEQUENT DEVELOPMENTS COMMENTS Low premium perceived by market Following acquisitions on and off market Financière Impala launched squeeze-out at €35 per share December 15th 2004 (vs. €27 in the initial offer) Interloper (Hal) increased its stake from 8.95% to 32.95% during offer period Interlopers holding 5.1% (A Bleichroeder) and 20.5%(Guy Wyser Pratte) threatened not to tender to the offer Delisting of Mecatherm January 14 th 2005 Initial offer failed In February 2004, Hal and founders filed new tender offer at €25.50/share (vs. €21 in the initial offer) ff ) Squeeze-out achieved T.O. price was raised from €23 initially announced to €26.2. GWP sold its block to acquisition q vehicle just j before the offer AS Bleichroeder were offered convertible bonds in acquisition vehicle (4.1%) AS Bleichroeder tender their shares to the offer Squeeze-out achieved Note: Groupe Philippe Bosc and BD Lease excluded from sample due to minimal size Provimi excluded from sample as stated upfront no intention to delist Legris Industries included in the sample although successful due to specificities of transaction (interlopers, increase from initial announced offer price) Average extra cost to bidder: €29 vs. €27 initial price Hal initial stake of 8.95% was known to the bidder before the launch A&B and GWP initial stakes were known to bidder at the time of the launch 17 38
Involvement of interlopers in 8 out of 9 failed transactions. Limited reactions of bidders: - Financial advantages offered to interlopers (reinvestment in the holding company); but vigilance by the AMF (principle of equal treatment of shareholders); - Premium offered ex ante to all shareholders; - Reduction in share liquidity and dividends. 39
- Page 1 and 2: GOING PRIVATE TRANSACTIONS IN FRANC
- Page 3 and 4: LEGAL DEFINITION
- Page 5 and 6: “GOING PRIVATE”? A) ) A delisti
- Page 7 and 8: The 2009 legislative change: Remova
- Page 9 and 10: CURRENT STATUS OF GOING CURRENT STA
- Page 11 and 12: Increase in voluntary y delistings:
- Page 13 and 14: PUBLIC TO PUBLIC TRANSACTIONS Overv
- Page 15 and 16: PUBLIC TO PUBLIC TRANSACTIONS 42 Ov
- Page 17 and 18: Objectives of the companies delisti
- Page 19 and 20: Regulatory g y constraints resultin
- Page 21 and 22: 3) ) Availability y of alternative
- Page 23 and 24: Reactions of the financial markets:
- Page 25 and 26: Restrictive conditions in France:
- Page 27 and 28: 2) A prior buyout offer? Principle
- Page 29 and 30: Voluntary delisting as the main foc
- Page 31 and 32: Distinction and independence: Two
- Page 33 and 34: 2) The new approach: squeeze-out wi
- Page 35 and 36: The search for practical means to s
- Page 37: PUBLIC TO PUBLIC TRANSACTIONS 16 Se
- Page 41: B) ON NON NON-REGULATED REGU ATED M
Involvement of <strong>in</strong>terlopers <strong>in</strong> 8 out of 9 failed <strong>transactions</strong>.<br />
Limited reactions of bidders:<br />
- F<strong>in</strong>ancial advantages offered to <strong>in</strong>terlopers (re<strong>in</strong>vestment <strong>in</strong> the hold<strong>in</strong>g company);<br />
but vigilance by the AMF (pr<strong>in</strong>ciple of equal treatment of shareholders);<br />
- Premium offered ex ante to all shareholders;<br />
- Reduction <strong>in</strong> share liquidity and dividends.<br />
39
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