In the context of the reorganization of Tikehau Capital, with the simplification of its shareholding structure and governance, Tikehau Capital announces the filing with the Autorité des Marchés Financiers (AMF) of a tender offer targeting the securities of Salvepar, a listed company that focuses on minority investments in listed and non-listed companies.
Tikehau Capital has initiated a project to reorganize its shareholding structure and governance, as well as those of its consolidated subsidiaries, branches and interests as a whole, in order to prepare for a new phase of development.
As part of this project, Tikehau Capital, which holds 58.8% of the share capital and 59.8% of the voting rights of Salvepar, is filing a principal proposed simplified public exchange offer today, together with an alternative simplified public cash offer, targeting the shares and the cash option bonds convertible into new ordinary shares and/or exchangeable for existing ordinary shares of the company (Obligations à Option de Remboursement en Numéraire et/ou en Actions Nouvelles et/ou Existantes or ORNANE) of its subsidiary Salvepar (the “Offer”).
This transaction represents an important step in the transformation project that will enable Tikehau Capital to become a listed investment and asset management company with €1.5 billion shareholders’equity and €9.6 billion assets under management.
Antoine Flamarion and Mathieu Chabran, co-founders of Tikehau Capital, stated: “The filing of this proposed public tender offer on Salvepar is a major step in the history and the development of Tikehau Capital. Consolidating our businesses simplifies the economic model of Tikehau Capital, a multi asset-class investor, which relies on its capacity to allocate capital across its various investment strategies. The simplification of our shareholder structure and our governance will benefit our development.”
In the context of the Offer, Tikehau Capital will primarily offer Salvepar shareholders and holders of convertible bonds (ORNANEs) the option to exchange their respective securities for shares and convertible bonds (ORNANEs) of Tikehau Capital, to be issued on the basis of the following exchange ratios:
2.6333 Tikehau Capital shares to be issued for 1 Salvepar share, and
1 Tikehau Capital ORNANE to be issued for 1 Salvepar ORNANE.
Tikehau Capital shares and Tikehau Capital ORNANEs, including those to be delivered in the context of the Offer are currently subject to a request for admission to trading on the regulated market of Euronext in Paris.
In the alternative, shareholders and holders of convertible bonds (ORNANEs) who wish to do so may tender their securities to the simplified public tender offer at a price of €55.30 per Salvepar share and €61.63 (plus accrued interest) per Salvepar ORNANE. This price is equal to the revalued net asset published by Salvepar on September 30th, 2016 and allows a premium of 13.3% above the closing share price on January 6th, 2017.
Salvepar shareholders representing 39.1% of the share capital (i.e., MACSF épargne retraite, MACIF, Suravenir, Compagnie Lebon, Fonds de garantie des assurances obligatoires (FGAO), Neuflize Vie, CARAC and Tikehau Capital Advisors) have committed to tender their shares to the Offer, mainly to the exchange offer. Furthermore, Tikehau Capital, which is guaranteed to hold more than 95% of the share capital and voting rights of Salvepar at the end of the Offer, intends to enforce a squeeze-out for the remaining shares, at the same price as the cash Offer and as early as following the closing of the Offer.
The Board of Directors of Salvepar has approved the Offer and considers the proposed transaction to be in line with the interests of Salvepar, its shareholders and its employees. As part of the reasoned opinion that it is required to issue in accordance with market regulations, the Board of Directors has also decided to recommend that its shareholders tender their shares in the Offer. The independent expert appointed by the Board of Directors of Salvepar, Associés en Finance, has considered that the terms of the Offer are fair from a financial point of view, including in the case of a squeeze-out.
The Offer is subject to review by the AMF, which will evaluate its compliance with applicable laws and regulations.
Tikehau Capital has appointed BNP Paribas and Crédit Agricole Corporate and Investment Bank as financial advisors.