LE BELIER (EPA:BELI) LE BELIER : Le Bélier has been informed of the signature by the main majority shareholders of Le Bélier and Wencan of a share purchase agreement regarding the sale of a majority stake in Le Bélier to Wencan
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08/01/2020 07:48
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Press Release
Vérac, 8 January 2020
Le Bélier is a specialist in aluminum casting for the global automobile
industry
Le Bélier has been informed of the signature by the main majority
shareholders
of Le Bélier and Wencan of a share purchase agreement regarding the sale of a
majority stake in Le Bélier 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
Following the announcement on 9 December 2019 of the entry into exclusive
negotiations between the main majority shareholders of Le Bélier, including
Copernic, the controlling holding company of the Galland family, and Mr.
Philippe Dizier, CEO of Le Bélier and Guangdong Wencan Die Casting Co. Ltd. a
company listed on the Shanghai Stock Exchange (603348 (SHA)) ("Wencan"), and
following the completion by Le Bélier of its labour law procedures, Le Bélier
has been informed of the signing today of the share purchase agreement for the
sale of a majority stake in Le Bélier to Wencan, representing in aggregate
approximately 61.96% of the share capital of Le Bélier, at a price of 38.18
euros per share (subject to usual adjustments on the date of closing including
in the event that dividends are distributed, it being specified in the share
purchase agreement that the main majority shareholders of Le Bélier have
undertaken in this context to make their best efforts to ensure Le Bélier not
to distribute dividends).
The completion of the sale of the majority stake, and consequently the filing
of the takeover bid, is subject to the satisfaction of certain customary
conditions precedent:
- regulatory authorisations in France with regards to foreign investment
control, and in China with regards to direct overseas investment and currency
exchange control;
- anti-trust clearance from the German and Slovakian competition authorities;
and
- the approval of the acquisition by a majority of two thirds of the voting
rights of the shareholders of Wencan, it being specified that the controlling
shareholders of Wencan, representing approximately 68.18% of the share
capital of Wencan have granted an irrevocable voting undertaking to vote in
favour of the acquisition.
In the context of the satisfaction of the conditions precedent to the sale of
the majority block, the sellers and Wencan have granted each other a break-up
fee of up to 5% of the acquisition price of the majority stake.
The completion of the sale of the majority block is estimated to occur by the
end of the first semester 2020.
In the event the acquisition completes, Wencan will have to file a simplified
mandatory takeover bid on the remaining share capital of Le Bélier at the same
price of 38.18 euros per share (subject to usual adjustments on the date of
closing including in the event that dividends are distributed, it being
specified in the share purchase agreement that the main majority shareholders
of Le Bélier have undertaken in this context to make their best efforts to
ensure Le Bélier not to distribute dividends). Wencan will specify at the time
of the completion of the acquisition 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 Bélier will meet in the coming weeks to set up an
ad hoc committee of independent board members who will appoint and supervise
the works of an independent expert. The independent expert, whose identity will
be disclosed at the time of its appointment, will establish a report on the
financial conditions of the offer, present its conclusions in the form of a
fairness opinion and will give its appreciation on the price in the context of
any intention of Wencan to implement a squeeze-out following the takeover
bid.
The Board of directors will give their opinion on the interest of the offer
and on its consequences for Le Bélier, 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 Financiers), which will evaluate its
conformity with applicable legal and regulatory provisions.
About Le Bélier
Le Bélier 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 Bélier benefits from an internationally renowned know-how and
accompanies its clients around the world on three continents: America, Europe,
and Asia.
In 2018, Le Bélier had a turnover of 358.8 million euros and net earnings of
27.2 million euros.
Le Bélier 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 ASSETCOM : Laurence COSTES
Tél : 05 57 55 03 02 Tél : 06 20 41 46 08
cecile.francout@lebelier.com