Limagrain, the reference Shareholder of Vilmorin & Cie,
announces its intention to initiate a simplified public tender
offer on Vilmorin & Cie shares
- Offer at
€62.60 per share, representing a
premium of
45.4%
compared to the last closing
share price before the announcement of the
Offer and of
36.5%
compared to the average volume-weighted
share price of the last 60
trading days, offering immediate
liquidity to
Shareholders
- Delisting
initiative will enable Vilmorin & Cie
to adopt a long-term
approach in line with its activities as a
seed company
- Favorable and
unanimous reception of
the basis of the Offer by
Vilmorin & Cie’s Board of
Directors
- The Board of Directors of
Vilmorin & Cie has formed an ad hoc committee made up of two
independent Directors and a
representative of Bpifrance Investissement, and has appointed
Finexsi as an independent expert
The simplified public tender offer aims to
provide Limagrain with additional freedom in its strategic
decision-making, particularly with regard to its seed activity. The
seed business, with its selection cycles, is a long-term activity
that does not necessarily correlate with the pace of the stock
market: in a highly competitive market and an uncertain
macro-economic environment, Vilmorin & Cie's development
requires significant investments that will be easier to decide on
and implement as a non-listed company.
Furthermore, given the current structure of
Vilmorin & Cie's shareholder base and the low volume of
trading, the listing is not particularly beneficial for the
Company, which has not resorted to the market since 2010.
Sébastien Vidal, Chairman of Limagrain,
declared: "This operation is a new milestone in the history of
Limagrain, which is based on the development of its seed activities
and its agri-food chains, with a vision of innovation and long
term.”
Sébastien Chauffaut, CEO of Limagrain, declared:
"The goal of this delisting initiative is to provide Limagrain with
greater freedom in its strategic decisions.”
The Offer will be initiated by Limagrain
Participations SAS, a company fully controlled by Limagrain,
holding in total, with other entities of the Group acting in
concert with it (Limagrain, Groupe Limagrain Holding and Sélia),
71.22% of the capital of Vilmorin & Cie.1
The Offer will be proposed at €62.60 per share,
representing a premium of 45.4% compared to the last closing share
price before the announcement of the Offer (April 27, 2023) and a
premium of 36.5% compared to the volume-weighted average share
price of the last 60 trading days. This price values Vilmorin &
Cie at €1.43 billion for 100% of its capital2.
The Offer will enable Vilmorin & Cie's
Shareholders to benefit from immediate liquidity for their
investment.
The financing of the operation will be provided
by Limagrain's banking partners.
The basis of
the Offer favorably and
unanimously3
received by Vilmorin &
Cie’s Board of Directors
Vilmorin & Cie’s Board of Directors, met on
April 17 and 27, 2023, and favorably and unanimously received the
basis of the proposed Offer.
In accordance with the regulations, the Board of
Directors of Vilmorin & Cie has formed an ad hoc committee made
up exclusively of directors who are not related to the Initiator,
namely the two independent Directors and the representative of
Bpifrance Investissement.
Upon the recommendation of the ad hoc committee,
Finexsi has been appointed as the independent expert, with the task
of delivering a report including a fairness opinion on the
financial conditions of the tender offer, in accordance with the
provisions of article 261-1, I, 2° and 4° of the general
regulations of the Autorité des marchés financiers (AMF). The ad
hoc committee will be in particular responsible for monitoring and
facilitating the work of the independent expert.
Vilmorin & Cie's Board of Directors will be
asked to give a well-founded opinion on the interest of the Offer
and its consequences for the Company, its Shareholders and its
employees, notably in the light of the report of the independent
expert. The well-founded opinion will be integrated in the response
notice that will be prepared by Vilmorin & Cie.
Other elements and timing of the
simplified public tender offer
The simplified public tender offer will not be
subject to any regulatory approval or other conditions.
The proposed Offer will be filed today with the
AMF and, subject to the AMF's compliance decision, the Offer is
expected to open at the end of June and close by mid-July.
At the end of the Offer, if the number of shares
not tendered to the Offer does not represent more than 10% of the
capital and voting rights of Vilmorin & Cie, Limagrain
Participations will ask the AMF to implement a mandatory withdrawal
procedure.
In accordance with article 231-38 IV of the
general regulations of the AMF, the Initiator reserves the
possibility, until the opening date of the Offer, to acquire
Vilmorin & Cie shares up to a limit of 1,978,734 shares, on the
basis of an order at the price of the Offer (i.e. 30% of the shares
targeted by the Offer).
The documents relating to the Offer will be
available on the websites of Limagrain (https://www.limagrain.com)
and of Vilmorin & Cie (https://www.vilmorincie.com/fr/).
The completion of the Offer remains subject to
its filing with the Autorité des marchés financiers as well as to a
compliance decision that the latter would deliver at the end of its
examination.
About
Limagrain
Limagrain is an agricultural cooperative and an
international seeds group owned by 1 300 farmers based in Limagne
Val d'Allier (in central France). Present in 57 countries and with
more than 9 000 employees, the Group breeds, produces and sells
field seeds, vegetable seeds and agri-food products with the
following brands: LG, Vilmorin, Hazera, Harris Moran, Jacquet,
Brossard.
www.limagrain.com - #Limagrain
Press
contacts: Image
7Anne-France MALRIEU - 06 89 87 61 18Sergio DE LA CALLE -
06 69 58 42 34limagrain@image7.fr
DisclaimerThis press release does not constitute
an offer to purchase any securities. The Offer will only be made in
accordance with the Offer documentation, which will contain the
complete terms and conditions of the Offer. The Offer documentation
will be subject to review by the AMF and the Offer will only be
opened after the AMF has issued a compliance decision. Any decision
regarding the Offer must be based solely on the information
contained in the Offer documentation. This press release has been
prepared for information purposes only. It does not constitute an
offer to the public. The distribution of this press release, the
Offer and the acceptance thereof may be subject to specific
regulations or restrictions in certain countries. The Offer is not
directed to any person subject to such restrictions, either
directly or indirectly, and may not be accepted from any
jurisdiction where the Offer would be subject to such restrictions.
This press release is not intended for distribution in such
countries. Consequently, persons in possession of this press
release are required to inform themselves about any local
restrictions that may apply and to comply with them. Limagrain
declines all responsibility for any violation of these restrictions
by any person. Pursuant to Commission Implementing Regulation (EU)
2016/1055 of June 29, 2016, laying down technical implementing
standards relating to the technical arrangements for the
publication and deferral of inside information in accordance with
Regulation (EU) n°596/2014 of the European Parliament and of the
Council, this press release may contain inside information.
1 On the basis of equity consisting of 22,917,292 shares
representing 38,646,350 potential voting rights as of March 31,
2023, in accordance with the provisions of article 223-11 of the
RGAMF, and excluding treasury shares.2 On a fully diluted basis
including treasury shares.3 The Directors related to the Initiator
having taken part in the vote for reasons of quorum but having
committed to vote the same way as the majority of the other
Directors in order not to influence the result of the vote.
- Press Release Limagrain_English_vd
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