LE BELIER (EPA:BELI) LE BELIER : Proposed sale to WENCAN
Directive transparence : information réglementée Autres communiqués
09/12/2019 08:55
Cliquez ici pour télécharger le pdf
Press Release
Verac, 9 December 2019
Le Belier is a specialist in aluminum casting for the global automobile
industry
Entry of the main majority shareholders of Le Belier into exclusive
negotiations with Wencan concerning a proposed sale of a majority stake in
Le Belier to Wencan at the price of 38.18 euros per share
The completion of the acquisition would be followed by the filing of a
simplified mandatory takeover bid at the same price of 38.18 euros per share
The principal majority shareholders of Le Belier, including Copernic, the
controlling holding company of the Galland family, and Mr. Philippe Dizier,
CEO of Le Belier, announce that they have entered into exclusive negotiations
on 8 December 2019 with Guandong Wencan Die Casting Co. Ltd. ("Wencan"), a
company listed on the Shanghai Stock Exchange (603348 (SHA)), concerning an
offer by Wencan to acquire the entirety of their stakes representing in
aggregate approximately 61.96% of the share capital of Le Belier.
The sale of the majority stake would be made at the price of 38.18 euros per
share.
This price per share values Le Belier's shareholders' equity at 251.3 million
euros and reflects a premium of 29.0% compared to the last closing price before
the announcement of the entry into exclusive negotiations (6 December 2019), of
40.4% compared to the volume-weighted average closing price over the last three
months and of 40.5% compared to the volume-weighted average closing price over
the last six months.
Through this proposed combination, Le Belier would benefit from Wencan's
technologies to reinforce its development, in particular in Europe and North
America, while also being able to draw on Wencan's position in China to grow
its historical activities in the region. This opportunity to bring together a
global leader in gravity die casting and a global leader in pressure casting
falls under Le Belier's strategy to accelerate its development in a context of
increasing requirements to reduce CO2 and the environmental impact of the
automobile market.
The Board of directors of Le Belier, in a meeting on 8 December 2019, favorably
received the offer unanimously.
On this occasion, the CEO of Le Belier, Mr. Philippe Dizier, stated, " This
strategic operation will allow both Groups to reinforce their development 011
the brake, intake, chassis, structural parts, and electric vehicle parts
markets, thanks to their complementary technologies and geographic positions. "
The final agreements for the sale of the majority stake would occur once
labour law procedures have been carried out. The completion of the sale of the
majority block would also be subject to the obtaining of regulatory
authorizations in France and abroad, notably in China, and may occur by end of
the first semester 2020. These authorizations will be specified at the time of
the announcement of the execution of the final agreements.
In the event the proposed acquisition of the controlling stake completes,
Wencan will have to file a simplified mandatory takeover bid on the remaining
share capital of Le Belier at the same price of 38.18 euros per share.
Wencan will specify at the time of the completion of the proposed acquisition
of the controlling stake whether it intends to carry out a squeeze out
following the takeover bid.
Wencan will finance the overall transaction using its own funds for up to 60%
and bank financing secured with Société Générale and the Industrial Bank of
China for the balance.
The Board of directors of Le Belier will meet in due course to appoint an
independent expert whose identity will be disclosed at the time of its
appointment who, supervised by a committee of independent board members, will
establish a report on the financial conditions of the offer, the conclusion of
which will be presented in the form of a fairness opinion.
The Board of directors will give their opinion on the interest of the offer and
on its consequences for the company, its shareholders, and its employees,
notably in light of the conclusions of the independent expert's report.
The filed takeover bid will be subject to review by the French Market Authority
(Autorité des Marchés Financièrs), which will evaluate its conformity with
applicable legal and regulatory provisions.
Lazard Frères acted as exclusive financial advisor to the Le Belier group,
while BOGS Associés and Fangda Partners acted as legal advisors.
China Securities acted as exclusive financial advisor to Wencan, while
Freshfields Bruckhaus Deringer and Zhong Lun Law Firm acted as legal advisors.
About Le Belier
Le Belier is a global foundry group specialized in the manufacture of molded
aluminum parts for the automotive and aerospace markets. A global leader in
braking, Le Belier benefits from an internationally renowned know-how and
accompanies its clients around the world on three continents: America, Europe,
and Asia.
In 2018, Le Belier had a turnover of358.8 million euros and net earnings of
27.2 million euros.
Le Belier is a listed company on NYSE Euronext Compartment B under the ISIN
code FR0000072399. For more information, please visit: www.lebelier.com
Le Bélier: Cécile FRANCOUT
Tel : 05 57 55 03 02
cecile.francout@lebelier.com
ASSETCOM: Laurence COSTES
Tel : 06 20 41 46 08
ASSET COM NEWS