2022-02-03 Press Release PFI-TIVOLY
Tours en Savoie, 3 February 2022
Peugeot Frères Industrie is strengthening its presence in
Tooling, the original sector of the Peugeot brand, with the planned
acquisition of the Tivoly group followed by the filing of a
simplified tender offer Peugeot Frères Industrie and the Tivoly
family announce that they have entered into exclusive negotiations
for the acquisition by Peugeot Frères Industrie of a majority stake
in Holding Tivoly and the direct acquisition of Tivoly S.A. shares
from certain members of the Tivoly family. Holding Tivoly is the
majority shareholder of Tivoly S.A, the French market leader in
cutting tools, whose shares are listed on Euronext Growth. If the
acquisition is completed, Holding Tivoly will file a simplified
tender offer for all Tivoly S.A. shares.
The transaction would include (i) the purchase of 8,401 ordinary
Holding Tivoly shares corresponding to 78.08% of the share capital
and voting rights of Holding Tivoly, which in turn holds 777,307
ordinary shares of Tivoly S.A. (representing approximately 70.15%
of its share capital and 77.78% of its theoretical voting rights to
date) and (ii) 36,094 ordinary Tivoly S.A. shares held directly by
certain members of the Tivoly family corresponding to 3.26% of
Tivoly S.A.’s share capital and 3.61% of its theoretical voting
rights.
Mr. Jean-François Tivoly would retain a minority stake in
Holding Tivoly.
The acquisition of the Holding Tivoly shares and the directly
held Tivoly S.A. shares would be carried out on the basis of a
price per Tivoly S.A. share provisionally estimated by the parties
at €41.5, which may be adjusted (upwards or downwards) depending on
certain elements of Tivoly S.A.'s net debt and working capital as
of December 31, 2021, provided that the final price may not be less
than €37.7 per share. The provisionally estimated price of €41.5
represents a premium of 103% over the closing share price of 2
February 2022. A further announcement will be issued when the final
price is determined.
A purchase agreement has been concluded today to enable the
parties to finalise the deal; the final documentation would be
signed after the completion of the consultation of the employee
representative bodies, in accordance with the applicable legal
requirements. The completion of the acquisition of the block would
take place in the first half of 2022.
If the block acquisition is completed, Holding Tivoly, which
will then be controlled by Peugeot Frères Industrie, will file a
simplified tender offer for the remaining shares of Tivoly S.A. at
a price per share that may not be less than €37.7, with the offer
price to be equal to the final price as determined by the parties
in accordance with the above.
If the regulatory conditions are met at the end of the
simplified tender offer, Holding Tivoly intends to request a
squeeze-out procedure for the shares of Tivoly S.A. under the same
financial conditions as the simplified tender offer.
An independent expert will be appointed by the Board of
Directors of Tivoly S.A., in accordance with the provisions of
Article 261-1, I and II of the general regulations of the Autorité
des Marchés Financiers.
Founded in 1917 by Lucien Tivoly, then developed from 1961 by
his grandson Jean Michel Tivoly, the Tivoly Group designs, produces
and markets cutting tools for industry, professionals and
individuals. Based in Tours en-Savoie, the company is also
established in Spain, the United Kingdom, China, Mexico and the
United States, and has over 600 employees. Its recognised know-how
and wide range of skills have enabled it to become a diversified
player in France and abroad. The Tivoly brand has a strong
reputation in France, due to the quality and technicality of its
products and its capacity for innovation. Its wide range is
intended for world-class industrialists in the high-tech sector
(aeronautics and medical in particular), but also for craftsmen and
private individuals.
The combination of the Tivoly brand, a reference in the sector,
and the Peugeot brand, which was born in the tool industry in 1810,
will help accelerate the development of the business in an
increasingly competitive market. Their common DNA of technical
expertise, performance and family roots will enable the group to
provide its customers with increasingly innovative solutions.
Peugeot Frères Industrie is also one of the shareholders of the
Sigma Group, which develops and markets Peugeot stationary and
portable power tools.
Jean-François Tivoly will remain Chairman and CEO of Tivoly S.A.
until the functions of Chairman and CEO are separated in accordance
with best corporate governance practices. He will then remain
permanently involved in the management of the company as Chairman
of the Board of Directors.
Christian Peugeot, CEO of Peugeot Frères Industrie, said: "Our
family is committed to an ambitious approach to the development of
the Peugeot brand, a multi-trade brand since its origins, in its
historical fields and in new horizons beyond the automotive world.
After strengthening our Kitchenware division in 2018 with the
acquisition of Monbento and Bretagne Céramique Industrie, we are
now pursuing this strategy in Tooling and beyond. We are delighted
to support the growth of the Tivoly Group, in an entrepreneurial
approach and in the spirit of our shared family values, by
acquiring a stake in this fine French company. "
Jean-François Tivoly declared : "In recent years we have
established solid foundations for the future development of our
group. Our alliance with Peugeot Frères Industrie will enable us to
make the most of this potential and to accelerate our organic and
external growth. My father Jean Michel Tivoly and my two brothers
Marc and Edouard, who have worked hard for this merger, and myself,
are very pleased with this transaction, which guarantees the
long-term future of the company within a French family shareholding
and a shared culture."
Croissance Partenaires and Société Générale are acting as
financial advisors and White & Case LLP as legal advisor to
Peugeot Frères Industrie for this transaction.
BNP Paribas is acting as sole financial advisor and Archers as
legal advisor to the Tivoly family for this transaction
ABOUT PEUGEOT FRERES INDUSTRIE
Peugeot Frères Industrie is a wholly-owned subsidiary of
Établissements Peugeot Frères, the holding company of the Peugeot
family group. Through its own subsidiaries, holdings, licences and
projects, Peugeot Frères Industrie's mission is to develop the
Peugeot brand outside the automotive business, as well as other
brands that share the same DNA of ingenuity for everyday life
ABOUT TIVOLY
TIVOLY is an industrial group dedicated to the design,
production and marketing of cutting tools and associated products
and services for manufacturing and maintenance professionals,
craftsmen and individuals, the aeronautical sector, and the medical
and dental sectors. TIVOLY is listed on Euronext Growth
(FR0000060949 - ALTIV).
PRESS CONTACT Caroline Simon caroline.simon@image7.fr +33 6 89
87 61 24
Disclaimer
This press release is for information purposes only and does not
constitute an offer to sell or a solicitation of an offer to buy
any securities in any jurisdiction. The release, publication or
distribution of this press release is prohibited in any
jurisdiction where such release, publication or distribution would
be in violation of applicable laws or regulations. Certain
information in this press release is forward-looking and not
historical. These forward-looking statements are made only as of
the date of this press release and are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of Peugeot Frères Industrie
- 2022-02-03 Press Release PFI-TIVOLY English version
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