Vantiva Announces it has entered into an agreement with CommScope
to acquire CommScope’s Home Networks in exchange for a 25% stake in
Vantiva SA., a key milestone in its strategic roadmap
Press Release
Vantiva Announces it has entered into an
agreement with CommScope to acquire CommScope’s Home Networks in
exchange for a 25% stake in Vantiva SA, a key milestone in its
strategic roadmap
Paris (France), October
3rd, 2023 – Vantiva (Euronext
Paris: VANTI), formerly known as Technicolor, a global technology
leader designing, developing and supplying innovative products and
solutions connecting consumers around the world, today announced
that it has entered into a call option agreement with CommScope, a
US company (NASDAQ : COMM), to acquire CommScope’s Home Networks
division (Home Networks), a provider of devices that supply
residential connectivity and video set top box solutions. The
planned acquisition of CommScope Home Networks represents a
transformational transaction for Vantiva, as it would significantly
increase Vantiva’s Connected Home capabilities. In the last twelve
months ending June 2023, CommScope Home Networks and Vantiva’s
Connected Home generated $[1.5]bn and €[2.0]bn in sales,
respectively.
“This planned strategic acquisition represents a unique
transformative opportunity for Vantiva,” said Luis Martinez-Amago,
CEO of Vantiva. “It will enable us to reinforce Vantiva’s Connected
Home operations, accelerate our innovation roadmap and expand into
new markets through additional commercial partnerships. From a
financial perspective, the acquisition of Home Networks will
substantially increase the scale of our business while also
generating synergies, which will significantly strengthen our free
cash flow generation potential. This will result in a
value-enhancing transaction benefiting all stakeholders, including
end-consumers, customers, employees, shareholders and lenders.
Subject to various approvals, we will be thrilled to welcome
CommScope as a shareholder in Vantiva and our new colleagues
joining us from CommScope Home Networks.”
Following the acquisition, Vantiva would significantly expand
its portfolio of clients, increase its footprint to key
geographies, and enhance its capabilities for innovation as a
result of the combination of best practices from both businesses,
ultimately benefitting customers and strengthening Vantiva’s
existing diversification strategy.Vantiva would fully integrate
Home Networks into its Connected Home division, improving
operational efficiency through increased scale. As a result, the
transaction is currently expected to generate in excess of €[100]m
in pre-tax cash synergies on a run-rate basis (estimated to be
reached in fiscal year 2026), primarily driven by cost optimization
initiatives and operational efficiencies. Cash impact from net
synergies is expected positive from 2025 on. This synergy potential
would significantly improve Vantiva’s cash generation, ultimately
driving value creation for all stakeholders.
Under the terms of the transaction, CommScope would receive:
- A stake in Vantiva at closing,
representing a 25% stake on a fully diluted basis, through a share
capital increase reserved to CommScope as consideration for the
Home Networks business being transferred to Vantiva;
- A maximum cumulative earnout of
$100m in cash contingent upon Vantiva (at constant scope) achieving
an EBITDA equal or exceeding €400m in a given fiscal year over the
5 years following the first full year after closing. Maximum
payment in a year would be $50m.
As a result of the transaction, CommScope would therefore become
a welcomed key reference shareholder in Vantiva. CommScope would
also have one representative join Vantiva’s Board of Directors,
highlighting its commitment to and support for Vantiva’s strategy
and the value creation potential associated with the transaction.
In addition, CommScope would commit to an 18-month lock-up period
with regards to the Vantiva shares received as part of the
transaction.
“We are excited about the strategic opportunity to sell our Home
Network business to Vantiva and become a key reference shareholder
in Vantiva,” said Chuck Treadway, CEO of CommScope. “The
combination of the two entities will create value for customers and
other stakeholders and we look forward to supporting Luis and the
rest of the Vantiva team in the execution of the combination and
the potential value creation.”
Under the terms of the agreement, the acquisition is subject to
Vantiva’s exercise of the call option following information and
consultation processes with relevant employee representative
bodies, which will be initiated as soon as possible.
Subject to the exercise of the call option, the capital increase
reserved to CommScope will be submitted to the approval of the
shareholders of Vantiva. RSM, acting as independent expert, has
been appointed by Vantiva with the agreement of the Board of
Directors to issue an opinion on the fairness of the financial
terms of the transaction. The conclusion of the report of the
independent expert mandated by Vantiva will be included in the
information sent to shareholders prior to the holding of the
shareholders’ meeting. When approved by the AMF, a prospectus
describing the transaction will be made available to
shareholders.
The transaction, which would be expected to be completed late Q4
2023, would also be subject to the receipt of regulatory approvals
and customary closing conditions.
The transaction has been approved by the board, in which main
shareholders (Angelo Gordon, Bain Capital and Bpifrance) are
represented, and supported by Briarwood the largest shareholder not
part of the Board.
Advisors
d’Angelin & Co. is acting as financial advisor to Vantiva.
Bryan Cave Leighton Paisner is acting as legal advisor to Vantiva.
Faegre Drinker Biddle & Reath is acting as legal antitrust
advisor to Vantiva.
Conference Call
An audio webcast conference will be hosted by Vantiva on October
3rd at 10am CEST. Dial-in details:
https://edge.media-server.com/mmc/p/gbmdaykq/
Warning: Forward Looking
Statements
This press release contains certain statements
that constitute "forward-looking statements", including but not
limited to statements that are predictions of or indicate future
events, trends, plans or objectives, based on certain assumptions
or which do not directly relate to historical or current facts.
Such forward-looking statements are based on management's current
expectations and beliefs and are subject to a number of risks and
uncertainties that could cause actual results to differ materially
from the future results expressed, forecasted, or implied by such
forward-looking statements. For a more complete list and
description of such risks and uncertainties, refer to Vantiva’s
filings with the French Autorité des marchés financiers. 2021
Universal Registration Document (Document d’enregistrement
universel) has been filed with the French Autorité des marchés
financiers (AMF) on April 26, 2023, under number D-23-0337.
About Vantiva
Pushing the Edge
Vantiva shares are admitted to trading on the
regulated market of Euronext Paris (VANTI).
Vantiva, formerly known as Technicolor, is
headquartered in Paris, France. It is an independent company which
is a global technology leader in designing, developing and
supplying innovative products and solutions that connect consumers
around the world to the content and services they love – whether at
home, at work or in other smart spaces. Vantiva has also earned a
solid reputation for optimizing supply chain performance by
leveraging its decades-long expertise in high-precision
manufacturing, logistics, fulfillment and distribution. With
operations throughout the Americas, Asia Pacific and EMEA, Vantiva
is recognized as a strategic partner by leading firms across
various vertical industries, including network service providers,
software companies and video game creators for over 25 years. The
group’s relationships with the film and entertainment industry goes
back over 100 years by providing end-to-end solutions for its
clients.
Vantiva is committed to the highest standards of
corporate social responsibility and sustainability across all
aspects of their operations.
For more information, please visit vantiva.com
and follow Vantiva on LinkedIn and Twitter.
Contacts
Vantiva Press
Relations Image
7 for Vantiva –
Europepress.relations@vantiva.com vantiva.press@image7.fr
Vantiva Investor
Relations Thatcher+Co.
for Vantiva – Americas
investor.relations@vantiva.com
vantiva@thatcherandco.com
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