Completion of the acquisition of all Antalis shares originally held by Sequana and Bpifrance Participations by Kokusai Pulp & Paper Co, Ltd (KPP)
Antalis, Europe's leading wholesale group for communication media in the print and packaging sectors, was informed on February 21, 2020 about the completion of the acquisition of all Antalis shares held by the previous majority shareholders Sequana and Bpifrance Participations by Kokusai Pulp & Paper Co, Ltd. (KPP). The shares previously held by Sequana were purchased by KPP at a price of EUR 0.10 per share, while the Antalis shares held by Bpifrance Participations were purchased by KPP at a price of EUR 0.40 per share. This represents a total of 83.7% of Antalis' share capital (based on a share capital of 71,000,000 shares). Consequently, KPP is the new majority shareholder of Antalis with 59,460,094 shares.
In connection with the acquisition, a restructuring agreement to refinance the outstanding loan amount of 100 million Euros, financed by Mizuho Bank, was announced and at the same time the write-off of the remaining amount of the former lenders was announced.
In addition, Antalis will benefit from an intra-group loan of EUR 80 million from KPP and possible additional financing from other Japanese banks. This will allow Antalis to continue its strategic development through internal and external growth. Furthermore, Antalis will maintain its existing factoring programs.
The cash compensation offer
In accordance with the provisions of Articles 233-1 and 234-2 of the General Regulation of the AMF, KPP will submit to the Autorité des marchés financiers (AMF) a reasonable cash offer at a price of EUR 0.73 per share (the "Offer") for all Antalis shares not currently held by it, i.e. 11,039,964 shares.
In addition, KPP has announced its intention to apply for the acquisition of the remaining free shares through a squeeze-out procedure at the same price of the Offer, provided that the conditions required by law and regulation are met.
On July 21, 2020, the former Antalis Board of Directors met to give a reasoned opinion on the proposed offer. After consulting its ad hoc committee and reviewing the report of Finexsi, who was appointed as an independent expert, the following decision was reached: The Board of Directors considered that the Offer offered Antalis shareholders an opportunity to sell their shares at a price significantly higher than the price offered by KPP Sequana and Bpifrance Participations in connection with the sale.
The Board of Directors therefore decided unanimously to give a positive opinion on the Offer, which is in the interest of Antalis, its employees and shareholders. This reasoned opinion is reproduced in full in the Antalis draft response document, which will be the subject of a separate press release pursuant to Articles 231-26, II of the AMF General Regulations.
An ad hoc committee appointed by the Board of Directors on 5 March 2020 to appoint and supervise the work of the independent expert has been set up. Upon completion of its mandate, it was dissolved, as evidenced by the adoption of the reasoned opinion of the Board of Directors.
Change in management
In accordance with the terms of the Offer, the Board of Directors decided to change its composition at its meeting on 21 July 2020:
Mr Pascal Lebard, Chairman of the Board, Ms Cécile Helme-Guizon and Mr Bruno Basuyaux have resigned from their positions as directors.
Mr Madoka Tanabe, Mr Yasuyuki Sakata and Mr Shojiro Adachi - proposed by KPP - were admitted by the Board of Directors pursuant to article L. 225-24 of the French Commercial Code, with Mr Madoka Tanabe appointed Chairman of the Board of Directors.
The Antalis Board of Directors is composed of the following eight members:
Mr Madoka Tanabe, newly appointed Chairman of the Board of Directors;
Mr. Hervé Poncin, CEO and director;
Mrs Clare Chatfield, Director (independent);
Mrs Delphine Drouets, Director (independent);
Mrs Christine Mondollot, Director (independent);
Mr Yasuyuki Sakata, newly appointed Director;
Mr. Shojiro Adachi, newly appointed Director;
Mr. Frédéric Richard, Director, Employee Representative.
"The management and teams of Antalis are pleased with the transaction with KPP. It enables Antalis to write a new page in its international development, benefiting from new resources to strengthen its positions in its various markets and to ensure its development. It opens new opportunities for our customers and suppliers with a world-class business partner," said Hervé Poncin,
www.antalis.com
