M&A Activity • Mar 15, 2016
M&A Activity
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| Informazione Regolamentata n. 0530-6-2016 |
Data/Ora Ricezione 15 Marzo 2016 07:34:37 |
MTA | |
|---|---|---|---|
| Societa' | : | DAVIDE CAMPARI - MILANO | |
| Identificativo Informazione Regolamentata |
: | 70766 | |
| Nome utilizzatore | : | CAMPARIN01 - Garavini | |
| Tipologia | : | IROS 13; IROS 01; IROP 01 | |
| Data/Ora Ricezione | : | 15 Marzo 2016 07:34:37 | |
| Data/Ora Inizio Diffusione presunta |
: | 15 Marzo 2016 07:49:38 | |
| Oggetto | : | Gruppo Campari to launch a friendly takeover offer for SPML |
|
| Testo del comunicato |
Please see attachment
1 Cum 2015 final dividend 2 Based on SPML share price of € 5,020 as of March 11, 2016 3 Based on 85,000 outstanding shares
Offer, Gruppo Campari shall buy out the residual free float shares, which will cause the delisting of SPML
Milan, March 15, 2016 - Gruppo Campari has reached an agreement with the controlling family shareholders of SPML for the acquisition of a controlling stake of the company via a Tender Offer, to be launched on the French Stock Exchange market pursuant to the applicable French regulations. Simultaneously, the Group has entered into an agreement with SPML for the exclusive worldwide distribution of the Grand Marnier spirits portfolio.
Gruppo Campari has reached an agreement with the controlling family shareholders of French listed company SPML to acquire immediately shares, representing 17.19% in full ownership, 1.06% in bare ownership and 1.54% in usufruct of SPML's capital through block transactions with some of the controlling family shareholders
4 Include Campari, Aperol, SKYY, Wild Turkey and the Jamaican Rums
Gruppo Campari agreed via put and call options to acquire as from 2021 the remaining shares currently held by the controlling family shareholders, representing 26.60% in full ownership and 2.24% in bare ownership of SPML's share capital.
Gruppo Campari and the family shareholders who have entered into the call and put options also entered a shareholders' agreement on the governance of SPML up until the exercise of the above mentioned put and call options.
It should be noted that any dividend payable by SPML will be deducted from the value of the put and call options.
Gruppo Campari has the intention to take full control of the company via a Tender Offer.
Pursuant to the conditions agreed with the controlling family shareholders, the Tender Offer price shall be equal to € 8,050 per share in cash, implying a 60.4% premium to the current share price5 .
The payment of an additional earn-out consideration shall be conditional upon the sale of a real estate property currently owned by SPML and located in St. Jean Cap Ferrat (France).
The Tender Offer will be opened following due work's council consultations and antitrust clearance in the US.
In the event that the outcome of the Tender Offer is such that Gruppo Campari comes to own less than 50.01% of the shares and voting rights in SPML, the controlling family shareholders parties to the call and put options have undertaken to sell in advance their shares and to relinquish their double voting rights to the extent that is necessary for Gruppo Campari to acquire a controlling stake in SPML.
Should Gruppo Campari's stake in SPML come to exceed 95% (including the shares subject to the put and call options agreements) as a result of the successful completion of the Tender Offer, Campari shall buy out the residual free float shares, which will cause the delisting of SPML.
Excluding the effects of the sale of the real estate property and the related earn-out consideration, the total implied Equity Value for 100% of SPML would be € 684 million6 and the total implied Enterprise Value for 100% of SPML would be € 652 million7 . It should be noted that the net proceeds from the disposal of the real estate property will be retained by Gruppo Campari up to a maximum amount of € 80 million, whilst any excess net of any tax and any other costs relating to the disposal will be distributed to all of the selling shareholders (including the investors that will tender their shares in the context of the Tender Offer).
In order to facilitate the managerial transition, François de Gasperis and Stéphane Marnier Lapostolle will remain respectively chairman of the directoire and in the management team until the exercise of the put and call options.
Finally, simultaneously to the acquisition of initial stakes in SPML, Gruppo Campari has entered into an agreement with SPML for the worldwide exclusive distribution of the Grand Marnier spirits portfolio.
5 SPML share price of € 5,020 as of March 11, 2016 6 Based on 85,000 outstanding shares
7 The Equity to Enterprise value bridge as of December 31, 2015 of € 32.6 million is composed by: net cash position of € 32.3 million, net pension liabilities of € (18.0) million (as of 31 December 2014) and minority interests of € (0.6) million, cash proceeds of the Tender Offer to the treasury shares of € 23.1 million, interim dividend of € (4.2) million paid on January 25, 2016
The distribution agreement will become effective on July 1, 2016 and will remain in force for a period of five and a half years until December 31, 2021. The initial agreement will be renewable for consecutive five year periods after 2021.
SPML is a French spirits company, focussed on manufacturing and selling premium liqueurs. Founded in 1827 the company quickly gained an outstanding reputation for its high quality eaux-de-vie. In 1880, the founder's descendant Louis-Alexandre Marnier Lapostolle had the idea of showcasing the organoleptic richness of cognacs by combining them with orange, a rare and precious fruit at the time. Since then, Grand Marnier has been blended from the finest cognacs and essence of wild tropical oranges combined with other ingredients and then aged in oak casks, according to a secret recipe which has remained unchanged since it was created. Grand Marnier is today one of the world's most recognized and storied spirits brands with a 150-year history. As a key ingredient of many classic cocktails, Grand Marnier enjoys a premium positioning and qualifies as a must have premium brand in cocktail bars thanks to its exceptional quality and international recognition.
The company is headquartered in Paris. SPML is listed on Euronext (Paris) and has a market capitalisation of € 427 million as of March 11, 2016.
Its main bottling and packaging site is located in Normandy, France.
In fiscal year ending December 31, 2015, SPML achieved a consolidated annual turnover of € 151.7 million8 , of which € 129.5 million relating to sales of finished goods, and a consolidated EBITDA of € 30.8 million. It should be noted that SPML's EBITDA does not include the profits sitting at the distributor level.
The Grand Marnier spirit portfolio is SPML's core business, accounting for approx. 85% of the consolidated finished goods sales in 2015. The Grand Marnier portfolio includes Grand Marnier Cordon Rouge, Cherry Marnier, Louis Alexandre, Cuvée du Centenaire, Cuvée du Cent Cinquantenaire and Quintessence.
With regards to its geographical reach, SPML generated approx. 92% of its consolidated finished goods sales outside France. Key markets are the US, accounting for approx. 60%, Germany, Canada and France. SPML brands are currently distributed in over 150 countries through third party distributors.
Excluding the effects of the sale of the real estate property and the related earn-out consideration, the corresponding implied multiple based on the total Enterprise Value for 100% of SPML of € 652 million and a pro-forma EBITDA pre one-off's of € 47.4 million in FY 2015, which includes the estimated full year effects of the worldwide distribution agreement and excludes any potential synergies, would be 13.7 times.
This transaction is expected to have an immediate accretive effect on a pro-forma full year basis.
Bob Kunze-Concewitz, Chief Executive Officer, commented: 'We are delighted to consolidate this alliance between the SPML controlling family shareholders and Gruppo Campari. Grand Marnier is a French icon, with a rich 150-year history for which we have profound respect. This acquisition represents a perfect fit with our external growth strategy in terms of brand profile, distribution and financial framework. With Grand Marnier, we add a premium and distinctive brand to our Global Priorities portfolio, thus driving
8 Source: Press release 'COMMUNIQUE FINANCIER SUR LES COMPTES ANNUELS 2015', published by SPML on March 15, 2016
richer product mix, and we further consolidate our position as the leading purveyor of premium liqueurs and bitter specialties worldwide. In terms of route-to-market, Grand Marnier is a unique opportunity to continue leveraging our enhanced international distribution capabilities benefiting from a perfect fit of the distribution reach of the acquired business. Moreover, we continue leveraging our strong marketing capabilities and consolidated track record in re-launching and accelerating momentum of high potential brands. Thanks to its exceptional quality and international recognition, Grand Marnier enhances our exposure to the premium on-trade, across all markets, to the benefit of the Group's overall portfolio, as well as to Global Travel Retail. In particular, as a key ingredient in many classic cocktails and a must have premium brand in classic cocktail bars, Grand Marnier strengthens our quest to further capitalize on the revival of classic cocktails, particularly in the US. Importantly, a global trend unleashed in the US with mixologists and premium consumers showing growing interest in specialties and liqueurs in the onpremise channel. Grand Marnier will benefit from the strategic focus of the strengthened Gruppo Campari RTM as a key Brand within our Global Priorities portfolio across all markets. By acquiring Grand Marnier, we continue leveraging our acquisition framework in a very disciplined and consistent manner also from a financial view point as we consolidate a high-margin brand and cash generative business, expected to determine an immediate accretive effect on the existing business.'.
Bank of America Merrill Lynch and Philippe Villin acted as financial advisors to Gruppo Campari on this transaction. CACIB acted as joint financial advisor. Brandford Griffith&Associés and Pedersoli&Associati acted as legal advisors.
Certain statements and information contained in this communication that are not statements of historical fact constitute forward-looking statements, notwithstanding that such statements are not specifically identified as such. Such forward-looking statements include, but are not limited to, statements as to the proposed acquisition of Société des Produits Marnier Lapostolle S.A. by Gruppo Campari, the anticipated timing of approvals relating to the transaction, the expected timetable for completing the transaction and commencing the mandatory tender offer, expected long-term growth for the Gruppo Campari after the completion of the transaction and any other statements about SPML's or Gruppo Campari's managements' future expectations, beliefs, goals, plans or prospects. Forwardlooking statements are related to future, not past, events and are not guarantees of future performance. These statements are based on current expectations and projections about future events and, by their nature, address matters that are, to different degrees, uncertain and are subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future, and, as such, undue reliance should not be placed on them. Actual results may differ materially from those expressed in such statements as a result of a variety of factors, including changes in general economic, financial and market conditions and other changes in business conditions, changes in the market, the level of demand and financial performance of the major industries our portfolio companies serve, changes in regulations and institutional framework (whether in Italy or abroad), the parties' ability to obtain all necessary regulatory approvals of the pending transaction on the proposed terms and schedule, the possibility that certain conditions to the completion of the transaction will not be met, the possibility that competing offers may be made and many other factors, most of which are outside of the control of Gruppo Campari. The Group therefore expressly disclaims and does not assume any liability in connection with any inaccuracies in any of these forward-looking statements or in connection with any use by any party of such forward-looking statements. Any forward-looking statements contained in this communication speak only as of the date of this communication and, except as required by law, neither Gruppo Campari nor SPML express any intention or undertake any obligation to update any of the present forward-looking statements to reflect events or circumstances occurred after the date of this press release and as a result, no undue reliance should be placed on these forward-looking statements. This communication does not represent investment advice neither a solicitation, nor a recommendation nor an invitation, nor an offer for the purchase or sale of financial products and/or of any kind of financial services as contemplated by the laws in any country or state.
At 11:00 am (CET) today, March 15, 2016, Campari's management will hold a conference call to present the transaction. To participate, please dial one of the following numbers:
The presentation slides can be downloaded before the conference call from the main investor relations page on Gruppo Campari's website, at http://www.camparigroup.com/en/investors.
A recording of the conference call will be available from today, March 15 until Tuesday, March 22, 2016. To listen to it, please call the following numbers:
(Access code: 707#).
| Investor Relations | ||
|---|---|---|
| Chiara Garavini | Tel. +39 02 6225 330 | Email: [email protected] |
| Francesco Davico Bonino | Tel. +39 02 6225 689 | Email: [email protected] |
| Jing He | Tel. +39 02 6225 832 | Email: [email protected] |
| Elena Tiozzo | Tel. +39 02 6225 290 | Email: [email protected] |
| Corporate Communications Enrico Bocedi |
Tel.: +39 02 6225 680 | Email: [email protected] |
| French Media | ||
| Clément Léonarduzzi | Tel.: +33 (1) 47054392 Mob.: +33 (6) 79274731 |
Email: [email protected] |
http://www.camparigroup.com/en/investor http://www.camparigroup.com/en http://www.youtube.com/campariofficial https://twitter.com/gruppocampari
Davide Campari-Milano S.p.A., together with its affiliates ('Gruppo Campari'), is a major player in the global beverage sector, trading in over 190 nations around the world with leading positions in Europe and the Americas. The Group was founded in 1860 and today is the sixth-largest player worldwide in the premium spirits industry. The Group's portfolio, with over 50 brands, spans spirits, the core business, wines and soft drinks. Internationally-renowned brands include Aperol, Appleton Estate, Campari, SKYY and Wild Turkey. Headquartered in Sesto San Giovanni, Italy, Campari owns 16 plants and 2 wineries worldwide and has its own distribution network in 19 countries. The Group employs around 4,000 people. The shares of the parent company, Davide Campari-Milano S.p.A. (Reuters CPRI.MI - Bloomberg CPR IM), are listed on the Italian Stock Exchange since 2001. For more information: http://www.camparigroup.com
Please enjoy our brands responsibly.
Copies of the draft offer document (projet de note d'information) relating to the tender offer may be obtain, free of charge, on the website of the French Autorité des Marchés Financiers (www.amf-france.org), at Davide Campari Milano S.p.A.'s registered office at via Franco Sacchetti 20, 20099 Sesto San Giovanni, Milan, Italy and on its website (http://www.camparigroup.com/en/investor) as well as at the French branch of Bank of America Merril Lynch International Limited located at 112 avenue Kléber, 75773 Paris Cedex 16, France. The tender offer and the draft offer document (projet de note d'information) remain subject to the approval of the French Autorité des Marchés Financiers.
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