Antalis has a new major shareholder and a new chairman. Kokusai Pulp and Paper (KPP) has bought all of the shares formerly held by Sequana and Bpifrance Participations, representing 83.7% of the share capital of Antalis. KPP appointee Madoka Tanabe has become chairman.
Simultaneously and inseparable from the acquisition, a restructuring agreement for the refinancing of 100m Euro of the outstanding facility amount through a new financing granted by Mizuho Bank, together with a write-off for the remaining amount, was concluded with Antalis’ former lenders.
A statement said Antalis will also benefit from an intra-group loan of 80m Euro from KPP and potential complementary financing from other Japanese banks, enabling Antalis to pursue its strategic development through internal and external growth. Antalis will maintain its existing factoring programmes.
In accordance with the provisions of Articles 233-1 and 234-2 of the AMF’s General Regulation, KPP will file a simplified cash tender offer at a price of 0.73 euros per share (the ‘offer’) with the Autorité des marchés financiers (AMF) for all Antalis shares not currently held by it, i.e. 11,039,964 shares.
In addition, KPP has announced its intention to request the implementation of a squeeze-out procedure at the same price as the offer, if the conditions provided for by law and regulations are met.
Antalis’ board of directors met on 21 July 2020, in its composition existing prior to the proposed KPP directors joining Antalis, to issue a reasoned opinion on the proposed offer. After having consulted its ad hoc committee and reviewing the report by Finexsi, appointed as independent expert, Antalis’ board of directors considered that the offer represented an opportunity for Antalis shareholders to sell their shares at a price significantly higher than that offered by KPP to Sequana and Bpifrance Participations in connection with the sale of control of Antalis.
The directors therefore unanimously decided to issue a favourable opinion on the offer, which is in the interest of Antalis, its employees and shareholders, and recommended that Antalis shareholders tender their shares to the offer.
This reasoned opinion will be reproduced in full in Antalis’ draft reply document, which will be the subject of a separate press release in accordance with Article 231-26, II of the AMF’s General Regulation.
In accordance with the terms of the offer, Antalis’ board of directors, at its meeting of 21 July 2020, decided to modify its composition following the adoption of the reasoned opinion reflecting the change of control.
Pascal Lebard, chairman, Cécile Helme-Guizon and Bruno Basuyaux have resigned directors. Madoka Tanabe, Yasuyuki Sakata and Shojiro Adachi, proposed by KPP, were co-opted by the board of directors in accordance with Article L. 225-24 of the French Commercial Code.
Antalis’ board of directors now comprises: MadokaTanabe as chairman; Hervé Poncin as CEO; Yasuyuki Sakata; ShojiroAdachi; Clare Chatfield (independent); Delphine Drouets (independent); Christine Mondollot (independent); Frédéric Richard, director representing employees.
Poncin said: “Antalis, its management and its teams are delighted with this transaction with KPP, which will enable Antalis to write a new page in its international development by benefiting from new resources to strengthen its positions in its various markets and ensure its development. It opens new opportunities for its clients and suppliers with a world-class business partner.”
Lebard added: “After a long search and several discussions with potential partners, the backing by KPP, an industrial and strategic partner, enables Antalis to ensure its long-term financial structure and future development. I am delighted, together with the Board of Directors, with this successful outcome in the interests of the company, its shareholders and its teams, and wishes Antalis every success in this new phase of its history.”
In 2019, Antalis reported sales of 2.1bn Euro and employed 4,700 people serving over 115,000 customers, companies and printers in 39 countries.
