Opening of the Tender Offer on Europcar Mobility Group’s Shares by Green Mobility Holding
26 November 2021 - 08:17AM
Business Wire
Regulatory News:
Europcar Mobility Group (Paris:EUCAR):
As a reminder, Green Mobility Holding SA, a special purpose
company owned by a consortium comprising car manufacturer
Volkswagen AG, asset manager Attestor Limited and mobility products
and services provider Pon Holdings BV1, filed on September 20, 2021
a cash tender offer for the shares of Europcar Mobility Group (the
"Offer"). The price of the Offer is €0.50 per share
(including dividends), plus a potential additional price of €0.01
per share if the threshold of 90% of the share capital and voting
rights allowing a squeeze-out of Europcar Mobility Group is reached
at the end of the Offer or the re-opened Offer.
The Offer was declared compliant by the French Autorité des
marchés financiers (AMF) on November 23, 2021 and the notice of
opening of the Offer was published by the AMF on November 25,
2021.
The AMF has stated that the Offer is open starting November
26, 2021. As from this date, shareholders may tender their
shares to the Offer for at least 25 trading days, i.e., until at
least December 30, 2021 (at the earliest, considering the time
required to obtain merger control approvals).
The Board of Directors of Europcar Mobility Group has recognized
the strategic benefits of the transaction, which would enable
Europcar Mobility Group to combine with a consortium led by
Volkswagen, a group's long-standing partner and one of the world's
leading car manufacturers. Europcar Mobility Group would thus
become part of its "mobility platform".
In its reasoned opinion on the Offer dated September 17, 2021,
the Board of Directors unanimously determined that the Offer is in
the best interest of the company, its shareholders, employees and
other stakeholders. This opinion was given on the basis of the
recommendations of an ad hoc committee composed of a majority of
independent directors and the report of Ledouble, an independent
appraiser mandated to issue an opinion on the financial conditions
of the Offer. The report of the independent appraiser was completed
by an addendum dated November 15, 2021, on the basis of which the
Board of Directors reiterated on the same day its favorable opinion
and its recommendation to the shareholders.
Ledouble has concluded that the Offer is fair from a financial
point of view and has confirmed in particular that (i) the price of
the Offer represents a premium compared to the conditions of the
last capital increases of the company during the restructuring
completed in February 2021 and (ii) the shareholders whose shares
are targeted by the Offer benefit from a liquidity of their
Europcar Mobility Group shares at a price that is fair in view of
the multi-criteria valuation and the resulting premiums.
The proposed price (excluding the potential additional price of
€0.01 per share) shows premiums as of the last unaffected
trading date of 22 June 2021, notably, of:
- +22.9% over the weighted average price over 30 trading
days; and
- +44.3% over the weighted average price over 90 trading
days.
The proposed price (including the additional price of €0.01
per share) shows premiums as of the last unaffected
trading date of 22 June 2021, notably, of:
- +25.4% over the weighted average price over 30 trading
days; and
- +47.2% over the weighted average price over 90 trading
days.
(Source: Ledouble report in the company’s response
document).
The Board of Directors unanimously recommends to the
shareholders of Europcar Mobility Group to tender their shares to
the Offer initiated by Green Mobility Holding.
In accordance with article 232-4 of the AMF's general
regulations, the Offer will be reopened within 10 trading days
following the publication of the final result of the Offer if it is
successful.
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).
Green Mobility Holding's declared intention to implement a
squeeze-out and delist Europcar Mobility Group in the event that,
at the end of the Offer or the reopened Offer, as the case may be,
the minority shareholders do not represent more than 10% of the
share capital and voting rights of the company. All Europcar
Mobility Group shares that it does not yet hold would then be
transferred to Green Mobility Holding in return for compensation of
€0.51 per share, equal to the Offer price plus the additional price
of €0.01.
The information and documentation relating to the Offer are
available at no cost as follows:
- Green Mobility Holding’s offer document
having received from the AMF the visa no. 21-499 on November 23,
2021 and the other information relating to the legal, financial,
accounting and other characteristics of Green Mobility Holding can
be consulted on the websites of the AMF (www.amf-france.org) and
Volkswagen
(https://www.volkswagenag.com/en/InvestorRelations.html); and
- Europcar Mobility Group’ reply document
having received from the AMF the visa no. 21-500 on November 23,
2021 and the other information relating to the legal, financial,
accounting and other characteristics of Europcar Mobility Group can
be consulted on the websites of the AMF (www.amf-france.org) and
Europcar Mobility Group
(https://investors.europcar-group.com/).
For easier access to relevant information by its shareholders,
Europcar Mobility Group dedicates a page
(https://investors.europcar-group.com/tender-offer) on its website
to the Offer and provides a free telephone platform, which they can
call on 08 05 650 064, to answer their questions.
Importance notice: The information
contained herein is exclusively intended for persons who are not
residents of the United States or in any other jurisdiction where
this would constitute a violation of applicable laws and
regulations and who are not physically located in the United States
or in such other jurisdictions. The information contained herein
does not constitute an offer to acquire securities in the United
States or in any jurisdiction in which such an offer would be
unlawful.
1 Green Mobility Holding SA is intended, following the
completion of the Offer, to be jointly owned 66% by Volkswagen AG,
27% by Attestor Limited and 7% by Pon Holdings BV.
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Europcar Mobility Group