Readers are referred
to the section "Forward-Looking Statements" at the end of this
release.
|
MONTRÉAL, March 11, 2020 /CNW
Telbec/ - Parjointco N.V. ("Parjointco"), a company jointly
controlled by Power Corporation of Canada ("Power Corporation" or "PCC") (TSX:
POW) and the Frère family, and Pargesa Holding SA ("Pargesa") today
announced an agreement for a proposed transaction that would
simplify the group structure pursuant to which Pargesa shareholders
will receive shares of Groupe Bruxelles Lambert ("GBL"). Following
the proposed transaction, it is anticipated that Pargesa will be
delisted from the SIX Swiss Exchange and Parjointco is expected to
retain de facto control of GBL.
"The proposed reorganization of Pargesa will further simplify
Power Corporation's corporate structure and is part of our ongoing
strategy of value creation," said Jeffrey
Orr, President and Chief Executive Officer of Power
Corporation.
Parjointco and Pargesa have reached an agreement on the terms
and conditions of a simplification of their group structure by way
of a public exchange offer initiated by Parjointco for all Pargesa
shares not already owned by Parjointco under which Pargesa
shareholders will be entitled to receive 0.93 shares of GBL for
each Pargesa bearer share they hold. Additional details of the
proposed transaction are disclosed in the joint announcement
available at
https://www.pargesa.ch/en/listed-securities/exchange-offer-offre-dechange/
(the "Parjointco and Pargesa Announcement").
Power Corporation currently owns a 50% indirect interest in
Parjointco and, in turn, Parjointco currently owns 55% of Pargesa.
As of today, Pargesa's assets consist of a 50% indirect interest in
GBL. Following this proposed transaction, Parjointco will maintain
approximately the same economic equity interest in GBL of 28%, pro
forma the completion of the proposed transaction.
The Parjointco and Pargesa Announcement sets out that the
proposed transaction will be subject to Parjointco holding or
having received shareholder acceptances with respect to at least
90% of Pargesa's total voting rights and that it is conditional
upon GBL shareholders approving the implementation of double-voting
rights at GBL's Extraordinary Shareholders Meeting to be held on
April 28, 2020. The Parjointco and
Pargesa Announcement states that the exchange offer period is
planned to be from May 8, 2020 to
June 8, 2020 and that the proposed
transaction is expected to close in the third quarter of 2020.
About Power Corporation
Power Corporation is an international management and holding
company that focuses on financial services in North America, Europe and Asia. Its core holdings are leading insurance,
retirement, wealth management and investment businesses, including
a portfolio of alternative asset investment platforms. To
learn more, visit www.PowerCorporation.com.
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell any securities. The exchange offer described in this press
release is not addressed to shareholders of Pargesa whose place of
residence is in Canada, and such
shareholders may not accept the offer.
Forward-Looking Statements
Certain statements in this news release, other than statements
of historical fact, are forward-looking statements based on certain
assumptions and reflect PCC's current expectations. Forward-looking
statements are provided to present information about management's
current expectations and plans relating to the future and the
reader is cautioned that such statements may not be appropriate for
other purposes. These statements include, without limitation,
statements regarding the consideration to be received for each
Pargesa bearer share, the ownership interest of Parjointco in GBL
following the proposed transaction, the expected benefits of the
proposed transaction, the timing for the exchange offer and closing
of the proposed transaction and the delisting of Pargesa from the
SIX Swiss Exchange.
By its nature, this information is subject to inherent risks and
uncertainties that may be general or specific and which give rise
to the possibility that expectations, forecasts, predictions,
projections or conclusions will not prove to be accurate, that
assumptions may not be correct and that objectives, strategic goals
and priorities will not be achieved. A variety of factors, many of
which are beyond PCC's control, affect the operations, performance
and results of PCC and its subsidiaries and businesses, and could
cause actual results to differ materially from current expectations
of estimated or anticipated events or results. These factors
include, but are not limited to: the impact or unanticipated impact
of general economic, political and market factors in North America and internationally,
fluctuations in interest rates, inflation and foreign exchange
rates, monetary policies, business investment and the health of
local and global equity and capital markets, management of market
liquidity and funding risks, risks related to investments in
private companies and illiquid securities, risks associated with
financial instruments, changes in accounting policies and methods
used to report financial condition (including uncertainties
associated with significant judgments, estimates and assumptions),
the effect of applying future accounting changes, business
competition, operational and reputational risks, technological
changes, cybersecurity risks, changes in government regulation and
legislation, changes in tax laws, unexpected judicial or regulatory
proceedings, catastrophic events, PCC's and its subsidiaries'
ability to complete strategic transactions, integrate acquisitions
and implement other growth strategies, the proposed transaction not
occurring as expected, including failure of any condition to the
proposed transaction, or the failure to achieve the anticipated
benefits of the proposed transaction and PCC's success in
anticipating and managing the foregoing factors.
The reader is cautioned to consider these and other factors,
uncertainties and potential events carefully and not to put undue
reliance on forward-looking statements. Information contained in
forward-looking statements is based upon certain material
assumptions that were applied in drawing a conclusion or making a
forecast or projection, including management's perceptions of
historical trends, current conditions and expected future
developments, that the required acceptances and approvals for the
proposed transaction will be received, as well as other
considerations that are believed to be appropriate in the
circumstances, including that the list of factors in the previous
paragraph, collectively, are not expected to have a material impact
on PCC and its subsidiaries. While PCC considers these assumptions
to be reasonable based on information currently available to
management, they may prove to be incorrect.
Other than as specifically required by applicable Canadian law,
PCC undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on
which such statement is made, or to reflect the occurrence of
unanticipated events, whether as a result of new information,
future events or results, or otherwise.
Additional information about the risks and uncertainties of
PCC's business and material factors or assumptions on which
information contained in forward‑looking statements is based is
provided in its disclosure materials, including PCC's most recent
Management's Discussion and Analysis and Annual Information Form
filed with the securities regulatory authorities in Canada and available at www.sedar.com.
SOURCE Power Corporation of Canada