L'Oréal: News Release: "Strategic transaction approved by L’Oréal’s Board of Directors. Agreement between L’Oréal and Nestlé for the repurchase by L’Oréal of 4% of its own shares held by Nestlé."
December 07 2021 - 4:00PM
L'Oréal: News Release: "Strategic transaction approved by L’Oréal’s
Board of Directors. Agreement between L’Oréal and Nestlé for the
repurchase by L’Oréal of 4% of its own shares held by Nestlé."
STRATEGIC TRANSACTION APPROVED BY
L’ORÉAL’S BOARD OF DIRECTORS
AGREEMENT BETWEEN L’ORÉAL AND NESTLÉ FOR
THE REPURCHASE BY L’ORÉAL OF 4% OF ITS OWN SHARES
HELD BY NESTLÉ
Paris, December 7, 2021 -
L’Oréal’s Board of Directors meeting on December 7, 2021
unanimously approved a strategic transaction consisting of the
repurchase by L’Oréal, as part of its share buyback program, of
22.26 million of its own shares - representing 4.0% of its capital1
- from Nestlé. The Board members related to Nestlé and to the
Bettencourt Meyers family did not participate in the votes.
The unit price of the L’Oréal share for this
transaction is 400.0 euros, i.e. a discount of 5.8% compared to the
closing price of December 7, 2021 and a discount of 2.9% compared
to the volume weighted average price over the period from November
8, 2021 to December 7, 2021 included. The total price paid to
Nestlé will thus amount to 8,904 million euros.
All the shares repurchased by L’Oréal will be
exclusively purchased for cancellation purposes and will be
cancelled, at the latest on August 29, 20222. At the end of the
transaction and after cancellation of the repurchased shares,
Nestlé’s stake in the capital of L’Oréal will be reduced from 23.3%
to 20.1%. All other shareholders will benefit from an accretive
effect by the same proportion, including the Bettencourt Meyers
family, whose stake in L’Oréal will increase from 33.3% to
34.7%.
The Autorité des Marchés Financiers has granted
a waiver to the Bettencourt Meyers family to the obligation to file
a mandatory public offer on account of the crossing of the
threshold of one third3 of the capital and voting rights of the
company. The Board members related to Nestlé and to the Bettencourt
Meyers family did not participate in the deliberations nor the
votes of the Board of Directors relating to this transaction. The
composition of the Board of Directors will remain unchanged.
The transaction will help optimize L’Oréal’s
balance sheet benefitting from excellent financing conditions,
while retaining a significant financial flexibility to ensure the
Group’s future development. The transaction will also have an
accretive effect on L’Oréal’s earnings per share of more than 4% in
a full year. The share buyback will be financed in a balanced
manner by the Group’s available cash on the one hand, and new debt
on the other.
In accordance with the recommendation by the
Autorité des Marchés Financiers DOC-2017-04, in particular, the
Cabinet Ledouble represented by Madame Agnès Piniot, has been
appointed by the Board of Directors as an independent expert
responsible for issuing a fairness certificate. Following its
assessment of the Share valuation, the independent expert concluded
that:
- “from a financial point of view,
the Price of the repurchased shares is fair for the Company and its
shareholders;
- the Transaction does not affect the
financial balances and the investment capacity of the Company;
- the Transaction, carried out in the
interest of the Company, will be accretive for its shareholders and
will be in compliance with the related party transactions
regulation.”
The share buyback operation, which will be
carried out through an off-market block trade, is not subject to
any condition precedent and should be finalized in the coming
days.
Mr Jean-Paul Agon, Chairman of the Board
of Directors of L’Oréal, declared: “This transaction with
Nestlé is in the interest of the company and all of its
shareholders. It constitutes a new strategic milestone in
reinforcing the shareholder stability of L’Oréal around the
Bettencourt Meyers founding family and Nestlé.”
Mr Nicolas Hieronimus, Chief Executive
Officer of L’Oréal, declared: “We are delighted to
continue the development of L’Oréal with the support of the
Bettencourt Meyers family and Nestlé.”
About L'OréalL’Oréal has
devoted itself to beauty for over 100 years. With its unique
international portfolio of 35 diverse and complementary brands, the
Group generated sales amounting to 27.99 billion euros in 2020 and
employs 85,400 people worldwide. As the world’s leading beauty
company, L’Oréal is present across all distribution networks: mass
market, department stores, pharmacies and drugstores, hair salons,
travel retail, branded retail and e-commerce.Research and
innovation, and a dedicated research team of 4,000 people, are at
the core of L’Oréal’s strategy, working to meet beauty aspirations
all over the world. L’Oréal sets out ambitious sustainable
development goals across the Group for 2030 and aims to empower its
ecosystem for a more inclusive and sustainable society.More
information on https://www.loreal.com/en/mediaroom
"This press release does not constitute an offer
of sale or solicitation of an offer to purchase L'Oréal shares. If
you wish to obtain more comprehensive information about L'Oréal,
please refer to the public documents registered in France with the
Autorité des Marchés Financiers, also available in English on our
website www.loreal-finance.com.This press release may contain
forecast information. While the Company believes that these
statements are based on reasonable assumptions as of the date of
publication of this press release, they are by nature subject to
risks and uncertainties which may lead to a discrepancy between the
actual figures and those indicated or suggested in these
statements.”
CONTACTSL’ORÉALSwitchboard+33 (0)1 47 56 70
00 |
Individual shareholders and market
regulatorsChristian MUNICH+33 (0)1 47 56 72
06Christian.munich2@loreal.com |
Financial
analysts and institutional investorsFrançoise LAUVIN +33
(0)1 47 56 86 82Francoise.lauvin@loreal.com |
Media Noëlle CAMILLERI+33 (0)6 79 92 99
39Noelle.camilleri@loreal.com Christine BURKE+33 (0)6 75 54
38 15Christine.burke@loreal.com |
For further information, please contact your
bank, stockbroker of financial institution (I.S.I.N. code:
FR000012031), and consult your usual newspapers or magazines or the
Internet site for shareholders and investors,
www.loreal-finance.com, the L’Oréal Finance app or call the
toll-free number from France: 0 800 66 66 66. 0 800 66 66 66
Follow us on Twitter
@lorealwww.loreal.com
1 Based on a total number of shares and voting rights of
557,672,360 as of November 30, 2021.2 Could be postponed until
October 31, 2022 upon mutual agreement between L’Oréal and Nestlé.3
Threshold applicable to the Bettencourt Meyers family pursuant to
the grandfather clause at the time of the reduction of the
mandatory public tender offer threshold down from one third to
30%.
- PR_STRATEGIC TRANSACTION APPROVED BY L'ORÉAL'S BOARD OF
DIRECTORS
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