お知らせ • Aug 07
L'Occitane Groupe S.A. completed the acquisition of remaining 27.4% stake in L'Occitane International S.A. (SEHK:973) from its shareholders in a going private transaction.
L'Occitane Groupe S.A. has made an offer to acquire remaining 27.4% stake in L'Occitane International S.A. (SEHK:973) from its shareholders for HKD 13.8 billion in a going private transaction on April 29, 2024. Under the terms of agreement, Offeror has offered a purchase price of HKD 34 per share in cash (the "Offer"). Offeror has indicated the offer price is final and will not be increased further. Offeror intends to finance the consideration through a combination of external debt facilities provided by Crédit Agricole Corporate and Investment Bank (CA-CIB), with additional financing capital provided by funds managed by Blackstone Inc. and its affiliates and Goldman Sachs Asset Management International or its affiliates. The Board has established an Independent Board Committee (the "IBC") comprised solely of dedicated independent non-executive directors to evaluate the Offer and make a recommendation to minority shareholders as to whether the Offer is fair and reasonable and as to acceptance. The offer was made with the intention to privatise and delist the Company from the Hong Kong Stock Exchange. The current management team would remain in place, to continue operations of the Company's business as it is and invest in long-term sustainable growth initiatives as a privately held company. Offeror has stated its intention to continue operating the Company's business and retain employees across all geographies, other than the changes that would occur in the ordinary course of business. In addition to a compelling valuation, the Offer would allow shareholders to realize their investment in the Company for cash amidst an uncertain market climate marked by geopolitical factors and uncertain sentiment in the broader equity markets, among others.
The Offer is subject to a minimum 90% acceptance threshold by shareholders other than Offeror or its concert parties (the "Disinterested Shareholders"). Offeror has received Irrevocable Undertakings from existing Disinterested Shareholders representing in total approximately 25.79% of the Offer Shares held by Disinterested Shareholders to accept the offer. In addition, Disinterested Shareholders representing approximately 12.17% of the Offer Shares held by Disinterested Shareholders have committed to recommend the offer or provided Non-binding Letters of Support. Offeror intends to conduct a squeeze-out of shares not tendered to the Offer, if it acquires not less than 90% of Offer Shares held by Disinterested Shareholders by August 26, 2024 (or as otherwise extended). The proposed privatisation unlocks immediate value for minority shareholders and aims to provide greater flexibility in making longer-term business decisions. As of May 15, 2024, Offeror has received valid expressions of interest from Minority Shareholders holding, in aggregate, not less than 10% of Disinterested Shares as of April 29, 2024, and accordingly, the Share Alternative Pre-Condition has been met. Notwithstanding the Share Alternative Pre-condition being met, Offeror retains discretion to decide whether to make the Potential Share Alternative Offer. As on June 17, 2024, J.P. Morgan will, on behalf of Offeror, make the Share Offer to Minority Shareholders for all Offer Shares, in exchange for either Cash Alternative of HKD 34.00 in cash for each Offer Share; or Share Alternative of 10 Rollover Shares for each Offer Share. Minority Shareholders who accept the Share Offer may elect, as a settlement method, either: (a) the Cash Alternative; or (b) the Share Alternative (but not a combination of both), with respect to their Offer Shares validly tendered for acceptance. Minority Shareholders who make an invalid election will receive the Cash Alternative by default. For each Vested Option with exercise price of HKD 14.50 – HKD 19.50 in cash or For each Vested Option with exercise price of HKD 15.16- HKD 18.84 in cash. The Vested Option Offer is conditional upon the Share Offer becoming or being declared unconditional in all respects. Vested Option Holders who hold Vested Options will be eligible to participate in the Vested Option Offer and all remaining Vested Options in respect of which the Vested Option Holder has not validly accepted the Vested Option Offer on or before Offer Closing Date, will automatically and immediately lapse after Offer Closing Date. Offer Closing Date will be on September 9, 2024. As of July 23, 2024, the offer has been deemed unconditional; the remaining shares will subsequently be acquired through required purchase, and the Company will continue to function as a privately held company after delisting. Taking into the account the Offer Shares Tendered, Offeror Concert Group will hold in aggregate 1,442,539,940 Shares, representing 97.80% of the Total Issued and Outstanding Shares. Offeror has received valid acceptances for the Share Offer in respect of 371,308,549 Offer Shares, of which 371,210,949 Offer Shares were tendered from Disinterested Shareholders, including all Shareholders who have given an Irrevocable Undertaking, being Pleasant Lake Partners LLC, ACATIS Investment KVG mbH and Global Alpha Capital Management Limited. In accordance with the Takeovers Code, the Offers will remain open for acceptances for not less than 14 calendar days after the Offers become or is declared unconditional in all respects, i.e., until August 6, 2024. As of July 29, 2024, Blackstone (NYSE: BX), through funds managed by Blackstone Tactical Opportunities and its affiliates and Goldman Sachs Alternatives, announced the closing of a significant financing capital investment to support the Offeror in a take-private of L’Occitane International S.A.
Somerley Capital Limited acted as Independent Financial Adviser to L'Occitane International. J.P. Morgan Securities (Asia Pacific) Limited is acting as exclusive financial adviser to L'Occitane Groupe. Crédit Agricole Corporate and Investment Bank (CA-CIB) and Jean-Marc Teurquetil and Sébastien Lambert of Corporate Finance International (Corporate Finance International B.V.) are acting as exclusive financial advisers to L'Occitane Groupe in connection with the raising of capital and the overall structuring of the financing. Arash Attar-Rezvani, Nicola Di Giovanni, Denis Klimentchenko, Thomas Perrot, Paloma Wang and Clive Wells of Skadden, Arps, Slate, Meagher & Flom LLP is acting as global legal counsel to L'Occitane Groupe, Reinold Geiger and Arendt & Medernach is acting as Luxembourg counsel to L'Occitane Groupe. Blackstone and Goldman Sachs Alternatives were advised by Jefferies and The Hongkong and Shanghai Banking Corporation Limited (“HSBC”). Dan Zubaida, Coye Nokes, Veronica Wang, Anthony Gent, Nilpesh Patel and Claire Chen of OC&C Provides Commercial Due Diligence to Blackstone and Goldman Sachs to support the privatisation of L’Occitane International S.A.
L'Occitane Groupe S.A. completed the acquisition of remaining 27.4% stake in L'Occitane International S.A. (SEHK:973) from its shareholders in a going private transaction on August 6, 2024. As of August 6, 2024, the Offers have closed and the Offer Period has ended.
