Faurecia launches public takeover offer for Hella
Nanterre (France), September 27, 2021
FAURECIA LAUNCHES PUBLIC
TAKEOVER OFFER FOR HELLA
- Hella shareholders can
tender their shares from today until October
25, 2021
- Faurecia is offering a cash
payment of €60 per share,
representing an attractive premium for
Hella shareholders
Faurecia, with its wholly owned subsidiary
Faurecia Participations GmbH as bidding entity, today published the
offer document for its voluntary public takeover offer in cash for
all outstanding shares of Hella, a major automotive player in
lighting and electronics based in Lippstadt, Germany.
The offer price is €60.0 per share in cash. This
represents a total consideration of €60.96 (including the expected
dividend of €0.96 to be paid by Hella to Hella shareholders
pre-closing), which corresponds to an attractive premium of 33% vs.
the latest unaffected1 share price of €45.8.
The first offer period begins today and will end
on October 25, 2021 at 24:00 CEST. A second offer period should
commence on October 29, 2021 and end on November 11, 2021 at
24:00 CEST. During these periods, Hella shareholders have the
opportunity to accept the offer and tender their shares. The
detailed terms and conditions of the offer and the conditions to
closing can be found in the offer document, which was published
today. To tender their shares, Hella shareholders should contact
their respective custodian bank.
The combination of Faurecia and Hella will
create the 7th largest global automotive supplier, focused on four
growth areas, fully aligned with industry megatrends:
- Electric Mobility (incl. hydrogen
solutions),
- ADAS & Automous Driving,
- Cockpit of the Future,
- Lifecycle Value Management.
The combined Group will become a major
technology player focused on six activities. Five of which,
Electronics, Lighting, Seating, Interiors, Clean Mobility, will
each exceed €3bn of sales. The newly created Business Group, Life
Cycle Value Management, will quickly grow to reach a leading
position.
Faurecia has entered into a business combination
agreement with Hella. This agreement sets out, subject to the
review of the offer document, that the General Partner and
Supervisory Board of Hella support the offer and intend to
recommend Hella shareholders to accept it.
Completion of the offer is subject to customary
closing conditions as described in the offer document. The offer is
not subject to reaching a minimum acceptance threshold.
As announced on August 14, 2021, Faurecia has
reached an agreement with the Family pool and with Hella to acquire
from the Family pool its 60% stake at a price of €60 per share paid
through a mix of cash and Faurecia shares.
The publication of the offer document has been
approved by the German Federal Financial Supervisory Authority
(BaFin). The German version of the offer document (together with a
non-binding English version of the offer document not reviewed by
BaFin) is available today at www.faurecia-offer.com.
Faurecia is assisted by Lazard as lead financial
adviser on the transaction as well as Berenberg and J.P. Morgan as
financial advisers and White & Case as legal adviser.
Press contact |
Analysts/Investors contact |
Eric Fohlen-WeillCorporate Communications DirectorTel.: +33 (0)1 72
36 72 58eric.fohlen-weill@faurecia.com |
Marc MailletInvestor Relations Vice PresidentTel.: +33 (0)1 72 36
75 70marc.maillet@faurecia.com |
|
Matthieu
FernandezDeputy Investor RelationsTel.: +33 (0)6 22 02 01
54matthieu.fernandez@faurecia.com |
About FaureciaFounded in 1997,
Faurecia has grown to become a major player in the global
automotive industry. With 266 industrial sites, 39 R&D centres
and 114,000 employees in 35 countries, Faurecia is a global leader
in its four areas of business: seating, interiors, Clarion
Electronics and clean mobility. The Group’s strong technological
offering provides carmakers with solutions for the cockpit of the
future and sustainable mobility. In 2020, the Group reported total
turnover of €14.7 billion. Faurecia is listed on the Euronext Paris
market and is a component of the CAC Next 20 index. Find out more
at: www.faurecia.com
Disclaimer
This press release, from which no legal
consequences may be drawn, is for information purposes only. This
press release must not be published, broadcasted or distributed,
directly or indirectly, in any country in which the distribution of
this information is subject to legal restrictions. The release,
publication or distribution of this press release in certain
countries may be subject to legal or regulatory restrictions.
Therefore, persons located in jurisdictions where this press
release is released, published or distributed must inform
themselves about such restrictions and comply with them. Faurecia
disclaims any responsibility for any violation of such
restrictions.
This press release contains forward-looking
statements with respect to Faurecia`s financial condition
(including after taking into account the combination with Hella),
results of operations, business, strategy and plans. They may prove
to be inaccurate in the future and are subject to a number of risk
factors. Neither Faurecia, nor any of its subsidiaries assumes any
obligation to update publicly any forward-looking information or
statement, objectives or trends contained in this document whether
as a result of any new information, any change in events,
conditions or otherwise. Faurecia will not accept any
responsibility for any financial information contained in this
press release relating to the business or operations or results or
financial condition of Hella and its group. Faurecia expressly
disclaim any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based.
It is reminded that the publication, dispatch,
distribution or dissemination of the offer document or any other
documents associated with the offer may be subject to legal or
regulatory restrictions. The offer document and other documents
relating to the offer may therefore not be published, transmitted,
distributed or disseminated by third parties in other jurisdictions
if and to the extent that such transmission, publication,
distribution or dissemination would contravene applicable foreign
laws or would be conditional upon compliance with regulatory
proceedings or the grant of any approval, or contingent upon other
conditions which have not been complied with, granted or met.
The offer may be accepted by all German and
foreign HELLA shareholders (including those with a domicile,
registered office or habitual abode in Germany, the European Union
or the European Economic Area) in accordance with the terms of the
offer document and the applicable legal provisions in the given
case.
The acceptance of the offer outside of Germany,
the European Union or the European Economic Area may be subject to
legal restrictions or limitations. HELLA shareholders who come into
possession of the offer document outside of Germany, the European
Union or the European Economic Area and want to accept the offer
outside of Germany, the European Union or the European Economic
Area and/or fall within the scope of the laws of jurisdictions
other than those of Germany, the European Union or the European
Economic Area are advised to acquaint themselves with and comply
with such laws. The bidder and persons acting jointly with the
bidder within the meaning of
Section 2 para. 5 WpÜG or their subsidiaries
assume no responsibility that the acceptance of the offer outside
of Germany, the European Union or the European Economic Area will
be in compliance with the legal provisions respectively applicable
in those jurisdictions.
The offer may be accepted by HELLA shareholders
domiciled in the United States (the “US-Shareholders”). The offer
is subject to the exemptions under the U.S. Securities Exchange Act
of 1934 as amended (the “U.S. Exchange Act”). Accordingly, the
offer will be subject to certain procedural requirements, including
with respect to the settlement procedures, which are different from
those applicable under the U.S. Exchange Act.
It may be difficult for U.S.-Shareholders to
enforce their rights and claims arising out of the U.S. federal
securities laws because the bidder and the target are headquartered
in a country other than the United States of America, and some or
all of their respective officers and directors may be residents of
a country other than the United States of America.
U.S.-Shareholders may not be able to sue a non-U.S. company or its
officers or directors in a non-U.S. court for violation of U.S.
securities laws. As a result, it may be difficult or impossible for
U.S.-Shareholders to effect service of process within the United
States upon the bidder and the target, as applicable, and their
respective directors or officers, or to realize against them upon
judgments of courts of the United States predicated upon civil
liabilities under the federal securities laws of the United States
or the securities laws of any state within the United States. In
addition, U.S.-Shareholders of the target should not assume that
the courts of Germany: (a) would enforce judgments of United States
courts obtained in actions against such persons predicated upon
civil liabilities under the federal securities laws of the United
States or the securities laws of any state within the United
States; or (b) would enforce, in original actions, liabilities
against such persons predicated upon civil liabilities under the
federal securities laws of the United States or the securities laws
of any state within the United States.
To the extent permissible under applicable laws
and regulations, the bidder and its affiliates or broker(s) (acting
as agents or in the name and on behalf of the bidder or its
affiliates, where appropriate) may prior to and after the date of
the publication of the offer document, and other than pursuant to
the offer, directly or indirectly purchase, or arrange to purchase,
HELLA shares or related securities. These purchases can occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. To the extent information about
such purchases or arrangements to purchase is made public in
Germany, such information will be disclosed by means of a press
release or other means in the United States in a manner comparable
to the disclosure made in Germany. No purchases will be made
outside of the offer in the United States of America by or on
behalf of the bidder or their respective affiliates. Affiliates of
the financial advisors of the bidder may engage in ordinary course
trading activities in securities of the target, which may include
purchases or arrangements to purchase such securities.
The offer has not been filed with or reviewed by
any federal or state securities commission or regulatory authority
of any jurisdiction in the United States of America, nor has any
such commission or authority passed upon the accuracy or adequacy
of the offer document. Any representation to the contrary is
unlawful and may be a criminal offense.
1 The unaffected share price is Hella’s share
price as of April 26, 2021.
- Hella Tender Offer - Press Release
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