- Offer price of €0.50 per share, increased by a potential price
supplement of €0.01 per share if the 90% squeeze-out threshold is
reached at the completion of the offer (dividend attached)
- Europcar Mobility Group’s Board of directors has favorably
welcomed the planned transaction
- An ad hoc committee comprised of a majority of independent
directors to supervise the work of Ledouble SAS selected as
independent appraiser
- The projected transaction has strong strategic rationale for
the Group, in line with the Consortium’s ambitions, with the view
to better serve customers’ needs through attractive and sustainable
mobility solutions
Regulatory News:
Volkswagen AG (Xetra: VOW), Attestor Limited and Pon Holdings
B.V. (collectively the “Consortium”) and Europcar Mobility
Group (EUCAR: EN Paris) (“Europcar Mobility Group” or the
“Company”) have entered, on July 28, 2021, into a tender
offer support agreement which sets the terms and conditions of the
proposed acquisition of Europcar Mobility Group by the Consortium,
through a dedicated company (called “Green Mobility Holding”) by
way of a cash tender offer at €0.50 per share, increased by a
potential price supplement of €0.01 per share if the 90%
squeeze-out threshold is reached at the completion of the offer
(dividend attached).
It is planned that Attestor will tender all the Company’ shares
it holds (i.e., c. 12.8% of the Company’s share capital) and will
reinvest the proceeds with additional cash alongside Volkswagen and
Pon. Green Mobility Holding will be jointly held by the Consortium
members (with c. 66% for Volkswagen) upon completion of the offer,
together acting in concert with respect to the Company.
Europcar Mobility Group’s other main shareholders (namely,
Anchorage, Carval, Attestor, Centerbridge, Diameter, Marathon and
Monarch) representing together c. 55.3% of the share capital (i.e.,
c. 68% adding Attestor) have already entered into firm undertakings
to tender their shares to the offer1.
The Offer price (excluding the potential price supplement)
represents a premium of 23% to the 1-month weighted average share
price and 44% to the 3-month weighted average share on the last
undisturbed trading date of June 22nd, 20212.
Caroline Parot, CEO of Europcar Mobility Group,
commented:
“As an independent company, Europcar Mobility Group is well
positioned for growth, supported by its ‘Connect’ strategic roadmap
and the general recovery in the Travel & Leisure market. This
agreement has the potential to supercharge this growth, by enabling
our Group to strengthen its customer proposition, by developing
sustainable alternatives to vehicle ownership.
For our customers as well as for our employees, two global
mobility service companies joining forces today makes a lot of
sense and has great value creation potential: together, we could
have a big impact on how mobility ecosystems transform and adapt to
mobility current and future challenges.”
Alexandre de Juniac, Chairman of the Board of directors of
Europcar Mobilty Group, added:
“The Board of directors welcomes this agreement: Volkswagen,
which is leading the Consortium, is a long-standing business
partner of our Group, Pon is an expert in international mobility
services and Attestor, with its deep transformation capabilities,
was a key partner in our financial restructuring. Their forces,
combined with Europcar Mobility Group’s assets and strategic
roadmap, could leverage unique growth opportunities in mobility
ecosystems.”
*****
Strong strategic rationale
Volkswagen, as a longstanding business partner and former
shareholder of the Group, with the support of London-based asset
manager Attestor Limited and Dutch mobility provider Pon Holdings
B.V., intends to pursue Europcar Mobility Group’s transformation,
to expand its offer in the fields of mobility solutions by
leveraging on its physical and digital platforms and meet the
expectations of customers in a significantly changing market, with
increasing customer appetite for new and innovative "on demand"
mobility solutions, such as subscription and sharing models.
In terms of employment, the Consortium stated the offer should
have no significant impact on Europcar Mobility Group’s current
workforce and human resources management principles and confirmed
their support of the Company’s current labor relations and human
resources policy.
Offer favorably welcomed by Europcar Mobility Group’s Board
of directors
The Board of directors of Europcar Mobility Group, which met on
July 28, 2021, favorably welcomed the proposed transaction,
expressing a preliminary positive opinion that it is in the
interests of the Company, its shareholders, employees and other
stakeholders. This preliminary opinion will be reviewed in
accordance with the Board of directors’ fiduciary duties upon
receipt of the independent appraiser’s opinion.
Ledouble SAS has been appointed, upon recommendation of an ad
hoc committee, as independent appraiser in charge of issuing a
report including a fairness opinion on the financial terms of the
tender offer, pursuant to the provisions of Article 261-1, I 2° and
4° of the AMF General Regulation.
Such ad hoc committee, appointed by the Board of directors, is
composed of a majority of independent directors, including the
Chairman of the Board. It will supervise the independent
appraiser’s work and make recommendations to the Board with respect
to the planned tender offer.
Key conditions and contemplated timetable of the tender
offer
The tender offer is intended to be filed concomitantly with the
issuance by the Board of directors of its reasoned opinion on the
offer.
The transaction will be subject to clearance from the competent
antitrust authorities.
It is currently contemplated that the tender offer will be filed
with the AMF by the end of the third quarter 2021, and is expected
to be completed in the course of the fourth quarter 2021 or first
quarter 2022.
In addition to the mandatory lapse threshold provided for under
article 231-9, I, 1° of the AMF General Regulation, the Offer will
be subject to an acceptance condition under article 231-9, II of
the AMF General Regulation allowing Green Mobility Holding to
withdraw the Offer if less than 67% of the shares and voting rights
in the Company are tendered at the end of the offer (it being
reminded that shareholders representing c. 68% of the Company’s
share capital have already committed to tender their shares to the
offer).
Main terms of the tender offer support agreement
The tender offer agreement entered into among the Company, the
Consortium and Green Mobility Holding was approved by the Company’s
Board of directors on July 28, 2021 under the related party
agreement procedure with regard to Attestor's status as a
shareholder holding more than 10% of the company's voting
rights.
Its main terms, further described in a separate disclosure
document relating to related party agreements, include the
following
- the characteristics of the contemplated offer;
- the commitment of Europcar Mobility Group, Green Mobility
Holding and the Consortium to cooperate with a view to obtaining
all necessary antitrust clearances in connection with the
combination;
- a customary exclusivity undertaking by Europcar Mobility Group
in favor of the offeror, with certain exceptions in case of
qualified superior alternative offer and which will lapse in case
the Consortium’s offer has not been filed by December 31st,
2021;
- customary management undertakings given by Europcar Mobility
Group in the ordinary course of business;
- a break-up fee of €50 million1 to be paid by the offeror to the
Company if (i) the filing of the offer fails to occur on or prior
to December 31st, 2021 for any reason (including failure to obtain
the antitrust clearances) or (ii) the offeror fails to obtain all
the antitrust clearances on or prior to March 31st, 2022 (or June
30, 2022 in certain cases if the Company elects to extend such long
stop date); and
- a break-up fee of €50 million3 to be paid by the Company to the
offeror in the event the Board of directors gives a favorable
opinion on a qualified superior alternative offer.
About Europcar Mobility Group
Europcar Mobility Group is a major player in mobility markets
and listed on Euronext Paris. Europcar Mobility Group’s purpose is
to offer attractive alternatives to vehicle ownership, in a
responsible and sustainable manner. With this in mind, the Group
offers a wide range of car and van rental services – be it for a
few hours, a few days, a week, a month or more – with a fleet that
is already "C02 light" and equipped with the latest engines, and
which will be increasingly "green" in the years to come (more than
1/3 electric and hybrid vehicles by 2023). Customers’ satisfaction
is at the heart of the Group’s ambition and that of its employees.
It also fuels the ongoing development of new offerings in the
Group's three service lines - Business, Leisure and Local - which
respond to the specific needs and use cases of both businesses,
professionals and individuals. The Group’s 4 major brands are:
Europcar® - the European leader of car rental and light commercial
vehicle rental, Goldcar® - the low-cost car-rental Leader in
Europe, InterRent® – ‘mid-tier’ car rental and Ubeeqo® – one of the
European leaders of round-trip car-sharing (BtoB, BtoC).
Europcar Mobility Group delivers its mobility solutions
worldwide through an extensive network in over 140 countries
(including wholly owned subsidiaries – 18 in Europe, 1 in the USA,
2 in Australia and New Zealand – completed by franchises and
partners).
Further details on our website:
www.europcar-mobility-group.com
H1 2021 Results Conference Call on: Thursday, July 28th, at
6:00pm CET Dial-in Access telephone numbers: France : +33 (0)1
70 72 25 50 Germany: +49 (0)89 20303 5709 UK: +44 (0)330 336 9125
USA: +1 646-828-8193 Confirmation Code: 1076569
Webcast live: You can watch the presentation on the
following link:
https://globalmeet.webcasts.com/starthere.jsp?ei=1467355&tp_key=cda17b45dd
Guggenheim Securities, Rothschild & Co. (Joint financial
advisors to Europcar Mobility Group)
Darrois Villey Maillot Brochier (Legal advisors to Europcar
Mobility Group and its Board of directors)
1 Such tender undertakings would lapse without indemnification
in case a competing bid at a higher price, pursuant to their terms.
2 The day before Bloomberg News first reported on the interest of
the Consortium for an acquisition of the Company at €0.44 per
share. 3 Such amount represents c. 2% of the Company’s total equity
value at the proposed offer price.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210728005937/en/
Investor Relations Caroline
Cohen - caroline.cohen@europcar.com Press
Relations Valérie Sauteret -
valerie.sauteret@europcar.com Vincent Vevaud -
vincent.vevaud@europcar.com Publicis
Consultants Judith Grandcoing -
judith.grandcoing@publicisconsultants.com Philomène Emptaz –
philomene.emptaz@publicisconsultants.com