Natixis press release following BPCE's announcement of its intention to file a tender offer
09 Fevereiro 2021 - 1:41PM
Natixis press release following BPCE's announcement of its
intention to file a tender offer
Paris, February 9th, 2021
Natixis press release following BPCE's
announcement of its intention to file a tender offer
Natixis's Board of Directors met today and
acknowledged BPCE S.A.'s intention to file a project of tender
offer to acquire the c. 29.3% of Natixis S.A.’s capital it does not
already own1, at a price of 4 euros per Natixis share (cum
dividend).
BPCE intends to execute a mandatory squeeze-out
procedure for all securities not held by BPCE in the event that
minority shareholders do not hold more than 10% of the Company's
capital and voting rights following the period of the tender
offer.
The proposed offer would be part of an ambitious
strategic project that Groupe BPCE intends to examine to underpin
Natixis’s future growth and simplify its support functions, which
includes the following initiatives:
- The transfer of Natixis’s insurance and payments activities,
which support the Banque Populaire and Caisse d’Epargne networks,
to BPCE S.A. within the Groupe BPCE's retail businesses,
alongside the Retail Banking and Insurance activities and the
Financial Solutions and Expertise; the terms and conditions of such
transfer would be examined at a later stage;
- The combination of the global businesses of the Groupe BPCE
covering large clients into a “Global Financial Services”
structure. This would comprise asset and wealth management
activities (“Natixis Investment Managers”, “Natixis Wealth
Management”) and corporate and investment banking activities
(“Natixis Corporate and Investment Banking”);
- A simplified organizational structure for the support functions
of BPCE, Natixis and its businesses.
After having been informed of the project and in
accordance with current regulations and the recommendations of the
Autorité des Marchés Financiers, the Board of Directors has
established an ad hoc committee comprising all the independent
members sitting on the Board of Directors.
Based on a proposal of the ad hoc committee and
in accordance with the stock market regulations, the Board of
Directors has also appointed the financial firm Ledouble as
independent expert in charge of providing a view as to the fairness
of the terms of the tender offer, including in case of a mandatory
squeeze-out would be implemented. The ad hoc committee will also be
in charge of monitoring the work of the independent expert.
The independent members of the Board of
Directors have met several times ahead of the announcement to carry
out a first assessment of the proposed transaction. The Board of
Directors of Natixis, on proposal of its independent members, has
positively welcomed the proposed offer by BPCE.
Natixis will keep its shareholders informed of
the main developments of this project and workers’ councils will be
notified in accordance with applicable regulations.
Nicolas Namias, Chief Executive Officer of
Natixis, said: “For the past ten years, Natixis has successfully
implemented a model which has created value for all its
stakeholders: clients, employees and investors. Over recent months
we have implemented several strategic and operational decisions,
which have put Natixis back on track with is value creation
ambition. The current and foreseeable trends on the financial and
regulatory fronts have led us to reconsider the Groupe BPCE and
Natixis’s organisational structure, for the benefit of all
stakeholders. This project would constitute a new step in the
development of each of Natixis’s businesses – asset and wealth
management, corporate and investment banking, insurance and
payments – with an increased strategic manoeuvrability thanks to
the Group. Likewise, the support functions of Global Financial
Services and its businesses could operate more closely with the
Group’s functions, with converging processes and tools. This new
organisation aims at combining short-term performance requirements
with a long-term perspective. I am pleased that the Groupe BPCE’s
offer confirms the place of Natixis’s businesses at the heart of
its strategy and demonstrates its trust in Natixis’s teams, while
also offering an attractive liquidity opportunity to shareholders.
Upon completion of this tender offer, the Groupe BPCE will become
the largest privately held banking group in Europe.”
Catherine Pariset, Chairwoman of the ad hoc
committee, said: “The Board of Directors of Natixis welcomes
positively this transaction, which would grant Natixis the
resources required by the development of its strategy in a deeply
disrupted market environment and evolving competitive landscape. At
this stage of its review of the proposed transaction, the Board of
Directors takes note that the offer price would provide liquidity
to the minority shareholders at a price above the price targets of
equity analysts covering the company. The offer price also implies
a significant premium to the Natixis share price over the recent
period, including to the three-month, six-month and twelve-month
average.”
About NatixisNatixis is a
French multinational financial services firm specialized in asset
& wealth management, corporate & investment banking,
insurance and payments. A subsidiary of Groupe BPCE, the
second-largest banking group in France through its two retail
banking networks, Banque Populaire and Caisse d’Epargne, Natixis
counts nearly 16,000 employees across 38 countries. Its clients
include corporations, financial institutions, sovereign and
supranational organizations, as well as the customers of Groupe
BPCE’s networks. Listed on the Paris stock exchange, Natixis has a
solid financial base with a CET1 capital under Basel 3(1) of €12.1
billion, a Basel 3 CET1 Ratio(1) of 11.6% and quality long-term
ratings (Standard & Poor’s: A+ / Moody’s: A1 / Fitch Ratings:
A+).(1) Based on CRR-CRD4 rules as reported on June 26, 2013,
including the Danish compromise - without phase-inFigures as at 31
December 2020
Contacts
Investor
Relations |
investorelations@natixis.com |
|
Damien
SouchetNoémie Louvel |
+33 1 58 55 41
10+33 1 78 40 37 87 |
|
|
|
|
Press
Relations |
press@communication.natixis.com |
|
Daniel
Wilson |
+33 1 58 19 10
40 |
|
Sonia
Dilouya-Berthaut |
+33 1 58 32 01
03 |
|
www.natixis.com
|
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1 Based on total shares outstanding as of December 31st 2020
- 210209_BPCE announcement_Natixis PR