- The cash offer price per share is HK$34.00, which is the final price and represents a premium of approximately 60.83% to the average closing price of HK$21.14 per share for the 60 trading days prior to the undisturbed date.
- 按17 億歐元的私有化交易計算，L'Occitane International S.A. 100% 的股權價值為60 億歐元。
- The proposed privatization offer is intended to unlock immediate value for minority shareholders and is intended to provide the Company with greater flexibility in making long-term business decisions.
- Shareholders representing 25.79% of the total number of Offer Shares held by disinterested shareholders have undertaken to sell their shares, while another 12.17% of disinterested shareholders have undertaken to recommend an offer or provide supporting letters.
HONG KONG & LUXEMBOURG, April 30, 2024 /PRNewswire/ -- The board of directors (the "Board") of L'Occitane International S.A. (the "Company", HKEX stock code: 973) announced today that L'Occitane Groupe S.A. (the "Offeror"), the controlling shareholder of the Company, has offered to acquire all of the shares (excluding treasury shares) of the Company (the "Offer Shares") which it does not currently hold (the "Offer Shares"). ), plans to privatise the Company and delist the shares of the Company from the Stock Exchange. The Company's current management team will remain in place and continue to operate as a privately held company as it is, investing in sustainable long-term growth initiatives.
The Offeror is ultimately controlled by Mr. Reinold Geiger, who is the Chairman of the Board and a Director of the Company and the Offeror. The Offeror and the Persons Acting in Concert jointly hold 72.64% of the issued and outstanding shares of the Company.
The Offeror has made a cash offer price of HK$34.00 per share (the "Offer"). The Offeror has indicated that the Offer Price is final and will not increase the Price.
要約人擬透過由Crédit Agricole Corporate and Investment Bank (CA-CIB) 提供的外債融資，以及由Blackstone Inc.及其附屬公司和Goldman Sachs Asset Management International或其附屬公司管理的基金提供額外資本。
To this end, the Board has established an independent board committee comprising full-time independent non-executive Directors (the "Independent Board Committee") to assess the Offer and make recommendations to the minority shareholders on whether the Offer is fair and reasonable and whether the Offer should be accepted. With the approval of the Independent Board Committee, Somerley Capital Limited has been appointed by the Company as an independent financial adviser to advise the Independent Board Committee on the Offer. The recommendations of the Independent Board Committee will be set out in a comprehensive document jointly issued by the Offeror and the Company (the "Consolidated Document"), the publication of which represents the commencement of the Share Offer.
Invest flexibly in your company's long-term growth plansThe proposed transaction was mainly due to industry trends and the operating pressures faced by listed companies.
The Offeror believes that in order to maintain and expand the respective market share of the Company's brands in an increasingly competitive environment, it is necessary to further invest in marketing, store refurbishment, IT infrastructure and attracting talent. In order to lay the foundation for the Company's long-term growth, these investments will generate additional expenses.
The Offer gives the Company greater flexibility to make strategic investments in the form of a privately held company and to execute its strategies efficiently without being subject to capital market expectations, regulatory costs and disclosure obligations, the Company's exposure to the pressures of stock price volatility, and its sensitivity to short-term market reactions and investor sentiment. With a range of new international and local brands emerging, the global skincare and cosmetics industry is highly competitive, and having enough flexibility is especially important.
The privatization will enable the Company to better address the above challenges and enable the Company to more efficiently and efficiently implement the strategies that are important for the Company's long-term sustainable growth.
Unlock shareholder value at an attractive premiumThe transaction provides an attractive opportunity for minority shareholders to realise their investments at a premium above market value. The offer price exceeds the Company's all-time high closing price of HK$33.60 per share since its initial public offering in 2010. The offer price is compared:
- the closing price of the Shares on the Undisturbed Date quoted on the Stock Exchange on 5 February 2024 at HK$26.00 per share, representing a premium of approximately 30.77% on 5 February 2024, which was the last trading day prior to the media coverage of the Offeror's discussions with certain third parties on the privatisation plan of the Company (the "Reporting Date");
- Based on the average closing price of HK$22.68 and HK$21.14 per share for 30 consecutive and 60 consecutive trading days as of the last trading day prior to the last trading day prior to the date of the report, the shares represented a premium of approximately 49.91% and 60.83% respectively.
In addition to the attractive valuation, the offer allows shareholders to release their investment due to the market environment such as geopolitical factors and broad equity market uncertainty.
The offer is very attractive, particularly given the chronic lack of trading liquidity of the Company's shares, which makes it difficult for minority shareholders and holders of attributable options to make a significant sale without adversely affecting the share price.
In addition, the Company's share option holders and gratuitous share holders have also been properly arranged to ensure that all holders of interests in the Company's shares can realise their investments in the Company in cash form.
In summary, the Offeror believes that a privatization in its current form maximizes the interests of shareholders and avoids the risk of uncertain market conditions.
Retain employees and pursue long-term sustainable growthFor our employees and business partners, this transaction will provide the Company with greater flexibility in making long-term business decisions and pursuing long-term sustainability. The Offeror has indicated that, except for changes in the ordinary course of business, it intends to continue to operate the Company's business and retain employees in various locations.
Reinold Geiger, the current substantial shareholder of the Company and the Offeror, said, "Our family has always been responsible in developing the Company with a long-term vision. The cosmetics industry is undergoing profound changes today, with strategic acquisitions such as ELEMIS, Sol de Janeiro and most recently, Dr. Janeiro. Vranjes Firenze, the company has undergone a major transformation into a geographically balanced, multi-brand group. The transaction launched today will allow us to focus on reshaping the company's long-term sustainability foundations. 」
Terms of the Offer and TimetableThe minimum acceptance threshold for the Offer is 90% of the shares held by shareholders other than the Offeror or persons acting in concert with the Offeror ("Disinterested Shareholders").
The Offeror has received an irrevocable undertaking from the disinterested Shareholders to accept the Offer, representing approximately 25.79% of the total number of Offer Shares held by the Disinterested Shareholders. In addition, disinterested shareholders, representing approximately 12.17% of the Offer shares held by disinterested shareholders, have undertaken to recommend the offer or provide non-binding letters of support.
If the Offeror acquires not less than 90% of the Offer Shares held by disinterested shareholders by 26 August 2024 (or further extension), the Offeror will be able to enter into a compulsory sale procedure for the unaccepted Shares.
The Offer took place on the date of publication of the Composite Document and the Offer schedule will be announced at a later date.
For additional information on the Offer and the appropriate arrangements for the holders of the Company's Share Options and the holders of the Free Shares, please refer to the Rule 3.5 announcement posted on the Exchange's website.
J.P. Morgan Securities (Asia Pacific ) Limited擔任要約人的獨家財務顧問。 Crédit Agricole Corporate and Investment Bank (CA-CIB) 和 Corporate Finance International (CFI Group) 擔任要約人在融資和整體融資架構相關的獨家財務顧問。
Skadden, Arps, Slate, Meagher & Flom LLP擔任要約人的全球法律顧問,Arendt & Medernach擔任要約人的盧森堡法律顧問。
concerning L'Occitane International S.A.L'Occitane International S.A.是一間國際領先的優質美容與護理產品的製造商與零售商。 本公司全球營運覆蓋90個國家及超過3,000零售點，其中自營店超過1,300間。 旗下倡導有機與天然成分的優質美容品牌組合包括:L'OCCITANE en Provence、Melvita、Erborian、L'OCCITANE au Brésil、LimeLife、ELEMIS、Sol de Janeiro及Dr. Vranjes Firenze。
With its nature-positive vision and entrepreneurial spirit, the company is committed to investing in communities, biodiversity, reducing waste and finding sustainable solutions to create a better and healthier planet. The company is a certified B Corporation.
As at the date of the press release, the executive directors of L'Occitane International S.A are Mr. Reinold Geiger (Chairman), Mr. André Hoffmann, Mr. Laurent Marteau (Chief Executive Officer), Mr. Karl Guénard (Company Secretary) and Mr. Séan Harrington (Chief Executive Officer of ELEMIS) and the non-executive Director is Thomas Mr. Levilion and the independent non-executive Directors are Ms. Christèle Hiss Holliger, Mr. Charles Mark Broadley, Ms. Lau Man Si and Mr. Ng Chik Sen. The Directors wish to take full responsibility jointly and severally for the accuracy of the information contained in this announcement (other than the information relating to the Offer, the Offeror and persons acting in concert) and confirm, having made all reasonable enquiries, that to the best of their knowledge, the views expressed in this press release (other than those expressed by the directors of the Offeror in their capacity as directors of the Offeror) have been reached after careful consideration and that no other facts have been omitted from this announcement which would cause any statement contained in this announcement to be misleading.