PRESS RELEASE RELATING TO THE FILING OF THE DRAFT SIMPLIFIED TENDER
OFFER - TARKETT PARTICIPATION
PRESS RELEASE RELATING TO THE FILING OF
THE DRAFT SIMPLIFIED TENDER OFFER
FOR THE SHARES OF THE
COMPANY
INITIATED BY
TARKETT PARTICIPATION
PRESENTED BY
ROTHSCHILD
MARTIN MAUREL
PRESENTING BANK
and
BNP
PARIBAS |
CREDIT AGRICOLE CORPORATE INVESTMENT
BANK |
SOCIETE
GENERALE |
|
PRESENTING AND
GUARANTEEING BANK |
OFFER
PRICE:
20 Euros per Tarkett
share
DURATION OF THE
OFFER:
21 trading
days
This press release has
been established by Allianz SE and released in accordance with the
provisions of article 231-16 of the general regulation of the
Autorité des marchés financiers
(the “AMF”).
This offer and
the draft offer document remain subject to the review of the
AMF.
IMPORTANT
NOTICE
In accordance with
Article L. 433-4(II) of the French Monetary and Financial Code and
Articles 237-1 and following of the AMF’s general regulation, in
the event that, after this Offer, the number of Tarkett shares not
tendered to the Offer by minority shareholders (other than shares
held by Tarkett in treasury and free shares covered by a liquidity
mechanism) does not represent more than 10% of Tarkett’s capital
and voting rights, Tarkett Participation intends to file a request
with the AMF to carry out, within three (3) months of the closing
of the Offer, a squeeze-out in order that the Tarkett shares not
tendered to the Offer (other than shares held by Tarkett in
treasury and free shares covered by a liquidity mechanism) be
transferred to Tarkett Participation in return for compensation per
share equal to the Offer price.
The draft offer document prepared by Tarkett
Participation (the “Draft Offer Document”) is
available on the websites of Tarkett and of the AMF
(www.amf-france.org). It may be obtained free of charge from:
Tarkett Participation Tour Initiale - 1, Terrasse
Bellini92919 Paris La Défense Cedex |
Rothschild Martin Maurel29 Avenue de Messine75008
Paris |
BNP Paribas 4 rue d’Antin75002
Paris |
Crédit Agricole Corporate and Investment Bank 12,
place des Etats-UnisCS 7005292547 Montrouge Cedex |
Société GénéraleGLBA/IBD/ECM/SEG75886 Paris Cedex
18 |
|
In accordance with Article 231-28 of the AMF’s
general regulation, a description of the legal, financial and
accounting information relating to Tarkett Participation will be
provided to the public no later than the day before the Offer
opens. A press release will be published to inform the public about
how this document may be obtained.
- PRESENTATION OF THE OFFER
In accordance with Title III of Book II and more
specifically Articles 233-1 and following of the AMF’s general
regulation, Tarkett Participation, a simplified joint-stock company
whose registered office is located at Tour Initiale - 1 Terrasse
Bellini, 92919 Paris La Défense Cedex, registered with the Nanterre
trade and companies register under number 898 347 877
(the “Offeror”), acting in concert within the
meaning of Article L. 233-10 of the French Commercial Code
with Société Investissement Deconinck1 (“SID” or
the “Historic Shareholder”) and Trief Corporation
SA2 (“the “Investor”) (hereinafter referred to,
together with the Offeror, as the “Concert”), are
making an irrevocable offer to all shareholders in Tarkett, a
public limited company governed by a supervisory board and a
management board, whose registered office is located at Tour
Initiale - 1 Terrasse Bellini, 92919 Paris La Défense Cedex,
registered with the Nanterre trade and companies register under
number 352 849 327 (“Tarkett” or the
“Company”, and together with its direct and
indirect subsidiaries the “Group”), to acquire all
shares in the Company (the “Shares”) that members
of the Concert do not own directly or indirectly as of the date of
the Draft Offer Document at a price of €20 per Share (the
“Offer Price”) through a simplified public tender
offer as described below (the “Offer”).
The Shares are admitted for trading on
compartment B of the Euronext Paris regulated market
(“Euronext Paris”) under ISIN FR0004188670
(ticker: TKTT).
As of the date of the Draft Offer Document, the
Offer and the members of the Concert together hold 33,222,659
shares in the Company representing 50.68% of the Company’s capital
and 50.14% of its theoretical voting rights based on a total of
65,550,281 shares and 66,264,868 theoretical voting rights in the
Company3, in accordance with Article 223-11 of the AMF’s general
regulation.
The Offer is for:
- all Shares not held directly or indirectly by the Offeror,
alone or in concert, that are already issued, except for Shares
held in treasury by the Company4, it being stipulated that this
represents, as of the date of the Draft Offer Document and to the
Offeror’s knowledge, a maximum of 31,935,195 Shares;
- all Shares that may be transferred before the Offer closes as a
result of the vesting of shares awarded free of charge by the
Company under the 2021 LTIP, i.e. to the Offeror’s knowledge and as
of the date of this document, a maximum of 250,377 Shares;
making a total maximum of 32,185,572 Shares.
Currently Vesting Free Shares (as defined below)
are not included in the Offer, subject to the lifting of lock-up
periods provided for by the applicable statutory or regulatory
provisions. Holders of these free shares will have the benefit of a
liquidity mechanism on terms described in section 2.4.2 of the
Draft Offer Document.
The situation of holders of Free Shares in
relation to the Offer is described in section 2.4 of the Draft
Offer Document.
As of the date of the Draft Offer Document and
to the Offeror’s knowledge, there are no equity securities and no
other financial instruments or rights that could give access,
either immediately or in the future, to the Company’s share capital
or voting rights other than the Shares and the Currently Vesting
Free Shares.
The Offer will take place according to the
simplified procedure in accordance with Articles 233-1 and
following of the AMF’s general regulation.
It should also be noted that the Offeror is
required to file the Offer pursuant to Article L. 433-3(I) of the
French Monetary and Financial Code and Article 234-2 of the AMF’s
general regulation, following the SID Contribution (as described in
Section 1.1.2) and the fact that SID and the Investor are acting in
concert.
In accordance with Article 231-13 of the AMF’s
general regulation, Rothschild Martin Maurel, BNP Paribas, Crédit
Agricole Corporate and Investment Bank (“CA-CIB”)
and Société Générale (the “Presenting Banks”)
filed the draft Offer and the Draft Offer Document with the AMF on
26 April 2021.
Only BNP Paribas, CA-CIB and Société Générale
guarantee, in accordance with Article 231-13 of the AMF’s general
regulation, the content and irrevocable nature of the undertakings
made by the Offeror in connection with the Offer.
1.1
Background of the Offer
1.1.1 Reasons
for the Offer
Tarkett is a worldwide leader in innovative
flooring and sports surface solutions. With its experienced staff
and sales in more than 100 countries, the Group has gained in-depth
knowledge and an excellent understanding of customers’ cultures,
tastes and requirements, regulations and customs regarding floor
coverings in each country.
In the year ended 31 December 2020, Tarkett
generated consolidated revenue of €2,633 million.
The Group was formed through the 1997
combination between French company Sommer Allibert SA, listed in
Paris, and Tarkett AG, listed in Frankfurt. Tarkett’s shares were
admitted to trading on the Paris stock exchange in 2013.
Before the SID Transfer (as defined below), SID
held 33,222,659 Shares representing 50.68% of the capital5.
Given the increased volatility in the markets
and in commodity prices, SID decided to explore the possibility of
delisting Tarkett in order to allow the Company to implement its
strategy in a calmer environment.
SID also wants to increase its control over
Tarkett by offering Tarkett shareholders liquidity, allowing them
to sell their Shares at an attractive price, and at the same time
gain the backing of a financial partner in order to support the
Company’s development.
On 23 April 2021, after a competitive process,
SID and the Investor entered into (i) an investment agreement (the
“Investment Agreement”) and (ii) a shareholder’s
agreement (the “Shareholders’ Agreement”).
Pursuant to the Investment Agreement, SID and the Investor are
acting in concert with respect to the Company within the meaning of
Article L. 233-10 of the French Commercial Code.
As described in more detail in section 1.3.1 of
the Draft Offer Document, the Investment Agreement provides for the
Offeror to make a simplified public tender offer for the shares not
held by the Offeror.
As declared on 23 April 2021 in a joint press
release of the Company and the Offeror, the draft Offer was
welcomed by the Company’s Supervisory Board, which set up an ad hoc
committee consisting of independent members, in charge of
overseeing the work done by the independent appraiser and making
recommendations to the Company’s Supervisory Board regarding the
Offer. In the context of the preparation of the draft Offer, and on
the recommendation of the ad hoc committee, the Supervisory Board
appointed Finexsi, represented by Mr. Olivier Courau and Mr.
Olivier Peronnet, as independent appraiser with the task of
preparing a report on the financial terms of the Offer and the
possible squeeze-out in accordance with Article 261-1(I)(1), (2)
and (4) and Article 261-1(II) of the AMF’s general regulation.
A press release dated 23 April 2021 stated that
the Offeror would file its draft Offer with the AMF on 26 April
2021.
1.1.2
Presentation of the Offeror
The Offeror is a simplified joint-stock
corporation incorporated under French law, created by SID for the
purposes of the Offer.
On 23 April 2021, SID contributed all of its
Shares, i.e. 33,222,659 Shares (the “Contributed SID
Shares”) representing 50.68% of the Company’s capital and
66.40% of its theoretical voting rights (the “SID
Contribution”). When the SID Contribution took place, the
double voting rights attached to some of the Contributed SID Shares
were lost.
On the same day, SID sold to the Investor 1
ordinary share in the Offeror for a price based on the Offer Price
and the Investor is today acquiring, in accordance with the
Investment Agreement, 17,982,145 additional ordinary shares in the
Offeror for a total amount of €30 million, determined for
transparency on the basis of the Offer Price in accordance with the
Investment Agreement6.
After those transactions, ownership of the
Offeror’s share capital and voting rights is as follows:
Shareholder |
Number of Shares |
% of capital |
Number of voting rights |
% of voting rights |
SID |
380,294,901 |
95.49% |
380,294,901 |
95.49% |
Trief Corporation SA |
17,982,146 |
4.51% |
17,982,146 |
4.51% |
Total |
398,277,047 |
100.00% |
398,277,047 |
100.00% |
1.1.3 Ownership
of the Company’s capital and voting rights
To the Offeror’s knowledge, as of 31 March 2021,
the Company’s share capital totals €327,751,405, divided into
65,550,281 Shares with par value of €5 each.
- Ownership of the Company’s capital and voting rights before the
SID Contribution
To the Offeror’s knowledge, ownership of the
Company’s capital and voting rights broke down as follows before
the SID Contribution:
Shareholder |
Number of Shares |
% of capital |
Number of theoretical voting rights |
% of theoretical voting rights |
Société Investissement Deconinck |
33,222,659 |
50.68% |
65,297,730 |
66.40% |
Deconinck family and related companies7 |
407,844 |
0.62% |
412,844 |
0.42% |
Treasury shares |
392,427 |
0.60% |
392,427 |
0.40% |
Free float |
31,527,351 |
48.10% |
32,236,938 |
32.79% |
Total |
65,550,281 |
100% |
98,339,9398 |
100% |
To the Offeror’s knowledge, the members of the
Deconinck family and their companies have stated their intention to
tender their Shares to the Offer.
- Ownership of the Company’s capital and voting rights
after the SID Contribution
As of the date of the Draft Offer Document and
to the Offeror’s knowledge, ownership of the Company’s capital and
voting rights break down as follows after the SID Contributionand
taking into account the loss of double voting rights resulting from
the SID Contribution:
Shareholder |
Number of Shares |
% of capital |
Number of theoretical voting rights |
% of theoretical voting rights |
Offeror |
33,222,659 |
50.68% |
33,222,659 |
50,14% |
Deconinck family and related companies |
407,844 |
0.62% |
412,844 |
0.62% |
Treasury shares |
392,427 |
0.60% |
392,427 |
0.59% |
Free float |
31,527,351 |
48.10% |
32,236,938 |
48.65% |
Total |
65,550,281 |
100% |
66,264,8689 |
100% |
The Shares in the Company held by the Offeror
are pledged as part of the Bank Financing.
- Free shares
Details of free shares awarded by the Company to
employees or executives of the Group are provided in section 2.4.1
of the Draft Offer Document.
- Threshold crossing disclosures and statements of
intent
In accordance with Article L. 233-7 of the
French Commercial Code and Articles 223-11 and following of the
AMF’s general regulation, the Concert intends to inform the AMF,
following the SID Contribution and signature of the Investment
Agreement, which took place on 23 April 2021, that its interest in
the Company, individually and in concert, has risen above the
statutory thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 1/3 and 50% of
the Company’s capital and voting rights, and to state its
intentions.
In addition, in accordance with article 7 of the
Company’s articles of association and Article L. 233-7 of the
French Commercial Code, the Concert also intends to inform the
Company that, following the SID Contribution that was completed on
23 April 2021, its interest in the Company, individually and in
concert, has risen above all thresholds representing a multiple of
1% between 0% and 50% of the Company’s capital and between 0% and
50% of the Company’s voting rights.
- Acquisitions of the Company’s Shares by the Offeror
and other members of the Concert in the last 12 months
With the exception of the SID Contribution, the
Offeror did not acquire any Shares in the Company in the 12 months
before the draft Offer was filed. In addition, the members of the
Concert did not acquire any Shares in the Company in the 12 months
before the draft Offer was filed.
- Regulatory, administrative and antitrust
approvals
The Offer is not subject to any requirement to
obtain regulatory approval.
In certain circumstances and depending on the
percentage of the Offeror’s shares held by the Investor, the
Investor’s purchase of Shares could be subject to merger control
approval in Austria, Germany, Ukraine and Brazil. In any event, the
Investor has undertaken not to hold shares and/or exercise voting
rights in the Offeror beyond the extent allowed by applicable
regulations for as long as regulatory approval has not been
obtained. As a result, such approvals have no impact on the
Offer.
1.2
Intentions of the Offeror over the next 12 months
1.2.1
Intentions regarding industrial, commercial and financial
policy
The Offeror, with the financial support provided
by the Investor and with the help of the Company’s current
management team, intends to pursue the main strategies being
implemented by the Company and SID and to support the Company’s
development.
1.2.2 Composition of
the Company’s corporate bodies and management
If a squeeze-out takes place in relation to the
Company’s shares following the Offer, the Company would be
converted into a simplified joint-stock corporation led by the
Offeror’s Chairman, namely Fabrice Barthélemy.
If the Company’s Shares were to remain listed,
the Company would retain a dual governance structure consisting of
a Management Board and a Supervisory Board, it being stipulated
that (i) a majority of the Supervisory Board members would be
appointed on the basis of SID’s proposals, (ii) if the Investor
owns more than 10% of the Offeror’s voting rights, a Supervisory
Board member would be appointed on the basis of the Investor’s
proposal and (iii) at least a third of the Supervisory Board
members would be independent according to the provisions of the
Afep-Medef code applicable to controlled companies. The Composition
of the Management Board would remain unchanged.
1.2.3 Intentions
regarding employment
The Transaction forms part of a plan in which
the Company’s business activities and development are to continue.
As a result, the Offer should not in itself result in any
particular impact on the Company’s workforce, wage policy or human
resource management policy. Depending on the outcome of the Offer
and the possible delisting of Tarkett, certain functions
specifically related to the listing could be affected by the
proposed transaction.
1.2.4 Merits of the
Offer for the Company and the shareholders
The Offeror is offering the Company’s
shareholders who tender their Shares to the Offer the opportunity
to obtain immediate liquidity for all of their interest at an
attractive price.
The Offer Price represents a premium of 38.1%10
and 44.4% relative to the daily volume-weighted average closing
price in the 20 and 60 stock exchange trading sessions preceding
the Offer announcement respectively, and a 25.8% premium to the
closing price preceding the Offer announcement.
Information for assessing the Offer Price is
presented in section 3 of the Draft Offer Document.
1.2.5
Synergies
The Offeror is a holding company that was
incorporated on 16 April 2021 and its purpose is to own an equity
stake in and manage the Company. As a result, the Offeror does not
anticipate any cost or revenue synergies with the Company, other
than savings resulting from delisting the Company.
1.2.6 Intentions
regarding a possible merger
There are no plans for the Offeror to merge with
the Company.
1.2.7 Intention in
terms of carrying out a squeeze-out or maintaining the Company’s
listing after the Offer
In accordance with Article L. 433-4(II) of the
French Monetary and Financial Code and Articles 237-1 and following
of the AMF’s general regulation, the Offeror intends to file a
request with the AMF to carry out, within three (3) months of the
closing of the Offer, a squeeze-out in order that the Shares in the
Company not tendered to the Offer (other than shares held in
treasury and free shares that are covered by the Liquidity
Mechanism and treated in the same way as shares held by the Offeror
in accordance with Article L. 233-9(I)(4) of the French Commercial
Code) be transferred to the Offeror in return for compensation per
share equal to the Offer Price (free of charge) in the event that,
after the Offer, the number of shares in the Company not tendered
by minority shareholders (other than shares held in treasury and
free shares that are covered by the Liquidity Mechanism and treated
in the same way as shares held by the Offeror in accordance with
Article L. 233-9(I)(4) of the French Commercial Code) does not
represent more than 10% of the Company’s capital and voting
rights.
In the event that the Offeror is unable to carry
out a squeeze-out following the Offer, the Offeror reserves the
right to file a public offer, followed, if applicable, by a
squeeze-out in respect of the Shares that it does not hold directly
or indirectly, alone or in concert, at that date. In this context,
the Offeror may decide to increase its shareholding in the Company
following the Offer and prior to the filing of a new offer in
accordance with the applicable legal and regulatory provisions.
1.2.8 The Company’s
dividend distribution policy
For the record, the table below sets out the
dividends paid by the Company in the last three years.
Shareholders’ general meeting |
Dividend per share |
2020 |
€0.00 |
2019 |
€0.60 |
2018 |
€0.60 |
There are no plans to approve any payment of
dividends to the Company’s shareholders in the shareholders’
general meeting scheduled for 30 April 2021.
In the next 12 months, the Offeror intends to
maintain a dividend policy in line with that adopted in 2020 and
2021, i.e. not to make any dividend payments.
Any change to the dividend distribution policy
will take place in accordance with the law and the Company’s
articles of association, taking into account the Company’s ability
to make distributions, financial position and funding needs.
1.3.
Agreements that may materially affect the assessment of the Offer
or its outcome
1.3.1
Investment Agreement
The members of the Concert entered into the
Investment Agreement on 23 April 2021, which is more fully
described in section 1.3.1 of the Draft Offer Document.
1.3.2
Shareholders’ Agreement
On the same date, the members of the Concert
formed a shareholders’ agreement (the “Shareholders’
Agreement”), governing relations between SID and the
Investor regarding the Offeror and the subsidiaries it controls
(including the Company) for a period of 15 years, the main terms of
which are summarised in section 1.3.2 of the Draft Offer Document
and which will come into force on the settlement date of the Offer
or of the squeeze-out as the case may be.
1.3.3
Investment and performance share plans involving the Offeror and
the Company
The members of the Concert have agreed as part
of the Investment Agreement to implement, after the Offer, an
investment and performance share plan involving the Offeror for
certain executives and senior managers of the Company, as described
in section 1.3.3 of the Draft Offer Document.
1.3.4
Liquidity Mechanism
Under the Investment Agreement, the members of
the Concert have agreed to set up, after the Offer closing date, a
liquidity mechanism for holders of Currently Vesting Free Shares
and Free Shares Under Retention, as indicated in section 1.3.4 of
the Draft Offer Document.
1.3.5
Other agreements of which the Offeror is aware
With the exception of the agreements described
in sections 1.3.1 to 1.3.4 of the Draft Offer Document, there is
not, to the Offeror’s knowledge, any other agreement that may
affect the assessment or outcome of the Offer.
2.
DETAILS OF THE OFFER
2.1
Terms of the Offer
In accordance with Article 231-13 of the AMF’s
general regulation, the Presenting Banks, acting on behalf of the
Offeror as presenting institutions, filed the draft Offer with the
AMF on 26 April 2021 in the form of a simplified public tender
offer for all Shares not currently held, directly or indirectly, by
the Offeror.
Under the Offer, which will take place according
to the simplified procedure governed by Articles 233-1 and
following of the AMF’s general regulation, the Offeror irrevocably
undertakes to acquire during the Offer period all Shares tendered
to the Offer at a price of €20 per Share.
The attention of the Company’s shareholders is
drawn to the fact that, because the Offer is taking place according
to the simplified procedure, it will not be reopened after the
final result of the Offer is published.
BNP Paribas, CA-CIB and Société Générale, as
guarantors, guarantee the content and irrevocable nature of the
undertakings made by the Offeror in connection with the Offer, in
accordance with Article 231-13 of the AMF’s general regulation.
2.2
Adjustment of the Offer terms
Any distribution of a dividend, interim
dividend, reserve, issue premium or any other distribution (in cash
or in kind) decided by the Company where the ex-date or any capital
reduction would take place before the Offer closes will give rise
to a reduction, on a euro-for-euro basis, in the price per share
offered in the Offer.
2.3 Number
and type of securities covered by the Offer
As of the date of the Draft Offer Document, the
Offeror holds 33,222,659 Shares representing 50.68% of the
Company’s capital and 50.14% of the Company’s theoretical voting
rights.
The Offer is for:
- all Shares not held directly or indirectly by the Offeror,
alone or in concert, that are already in issue, except for Shares
held in treasury by the Company11, it being stipulated that this
represents, as of the date of the Draft Offer Document and to the
Offeror’s knowledge, a maximum of 31,935,195 Shares;
- all Shares that may be transferred before the Offer closes as a
result of the vesting of shares awarded free of charge by the
Company under the 2021 LTIP, i.e. to the Offeror’s knowledge and as
of the date of this document, a maximum of 250,377 Shares;
making a total maximum of 32,185,572 Shares. The
situation in relation to the Offer of those awarded free shares,
including holders of Free Shares Under Retention, is described in
section 2.4.1 of the Draft Offer Document.
As of the date of the Draft Offer Document and
to the Offeror’s knowledge, there are no equity securities and no
other financial instruments or rights that could give access,
either immediately or in the future, to the Company’s share capital
or voting rights other than the Shares and the Currently Vesting
Free Shares.
2.4
Position of the beneficiaries of free shares and liquidity
mechanism
2.4.1. Position of the
beneficiaries of free shares
The Company has put in place long-term incentive
plans every year since 2011.
The table below summarises the main
characteristics of the outstanding free share plans put in place by
the Company, to the Offeror’s knowledge, as of the date of the
Draft Offer Document. The figures presented exclude awarded free
shares that are unlikely to vest through the application of the
terms of the plans concerned:
|
LTIP 2018-2021 |
LTIP 2019-2022 |
LTIP 2020-2023 |
Date of the shareholders’ general meeting |
26 April 2018 |
26 April 2019 |
30 April 2020 |
Date of the Management Board’s decision |
25 July 2018 |
24 June 2019 |
30 July 2020 |
Vesting date |
1 July 202112 |
1 July 202213 |
1 August 2023 |
Performance conditions |
|
|
|
Number of shares vested |
1,200 |
0 |
0 |
Number of shares likely to vest |
250,37714 |
335,21514 |
476,20014 |
To the Offeror’s knowledge, as of the date of
the Draft Offer Document, a maximum of 811,415 Shares may be
awarded under the LTIP 2019-2022 and LTIP 2020-2023 plans described
above (“Currently Vesting Free Shares”).
Subject to performance conditions being met, the
250,377 free shares that may vest under the LTIP 2018-2021 plan
will vest on 1 July 2021 and so it will be possible to tender them
to the Offer.
In addition, some Shares currently held by
beneficiaries of certain free share plans are locked up as of the
date of the Draft Offer Document and will remain so until the
estimated closing date of the Offer (the “Free Shares Under
Retention”), including some Shares whose vesting period
has ended as of the date of the Draft Offer Document. The Locked-up
free Shares correspond to:
- a maximum of 9,000 Shares under retention under Article L.
225-197-1(II) of the French Commercial Code, under which Tarkett’s
Supervisory Board has required Tarkett’s corporate officers to
retain their Shares until the end of their terms of office (the
“Additional Retention Period”);
- a maximum of 35,000 Shares under retention pending the
expiration of a holding period specified by tax laws (period
provided for in Article 150-0 D(1ter)(A)(a) of the French General
Tax Code (“FGTC”) for Shares eligible for the
provisions of Article 200 A(3) of the FGTC in its wording arising
from Article 135 of French act no. 2015-990 of 6 August 2015 for
growth, activity and equal economic opportunities).
To the Offeror’s knowledge, as of the filing
date of the Draft Offer Document and subject to cases of early
vesting and transferability provided for by law, the Currently
Vesting Free Shares and the Free Shares Under Retention will not be
capable of being tendered to the Offer to the extent that the
vesting periods, Additional Retention Period and holding period
specified by tax laws have not expired before the closing of the
Offer.
2.4.2. Liquidity
mechanism
The Liquidity Mechanism that will be offered to
holders of Free Shares Under Retention is described in greater
detail in section 1.3.4 of this Draft Offer Document.
2.5
Offer details
In accordance with Article 231-13 of the AMF’s
general regulation, the Presenting Banks, acting on behalf of the
Offeror, filed the draft Offer and the Draft Offer Document with
the AMF on 26 April 2021. On the same day, the AMF published a
notice of filing relating to the Draft Offer Document on its
website (www.amf-france.org).
In accordance with Article 231-16 of the AMF’s
general regulation, this Draft Offer Document, as filed with the
AMF, is available to the public free of charge from the registered
office of the Offeror and from the Presenting Banks, as well as
online on the websites of the AMF (www.amf-france.org) and the
Company (www.tarkett.com).
In addition, a press release containing the main
elements of the Draft Offer Document and setting out how it may be
obtained was published by the Offeror on 26 April 2021.
This Offer and the Draft Offer Document remain
subject to review by the AMF.
The AMF will publish on its website a reasoned
clearance decision with respect to the draft Offer after verifying
that the draft Offer complies with applicable laws and regulations.
In accordance with Article 231-23 of the AMF’s general regulation,
the clearance decision will constitute approval of the Offeror’s
offer document.
The offer document approved by the AMF as well
as the other information relating in particular to the legal,
financial and accounting characteristics of the Offeror, will be
available to the public, in accordance with Article 231-28 of the
AMF’s general regulation, from the Offeror’s registered office and
from the Presenting Banks, no later than the day preceding the
opening of the Offer. Such documents will also be available on the
websites of the AMF (www.amf-france.org) and the Company
(www.tarkett.com)).
In accordance with Articles 231-27 and 231-28 of
the AMF’s general regulation, a press release indicating how such
documents are made available by the Offeror will be published no
later than the day preceding the opening of the Offer including on
the Company’s website.
Prior to the opening of the Offer, the AMF will
publish a notice announcing the opening and timetable of the Offer,
and Euronext Paris will publish a notice announcing the
arrangements and timetable of the Offer.
2.6
Procedure for tendering shares to the Offer
Shares tendered to the Offer must be freely
negotiable and free of any lien, charge, pledge, other guarantee or
any restriction on the free transfer of their ownership. The
Offeror reserves the right to reject any Share tendered to the
Offer that does not comply with this condition.
The draft Offer and all of its related
agreements are governed by French law. Any dispute or conflict,
whatever its purpose or grounds, relating to this draft Offer will
be brought before the competent courts.
The Offer would be open for a period of
twenty-one (21) trading days. Shareholders’ attention is drawn to
the fact that, because the Offer is taking place according to the
simplified procedure, it will not be reopened after the AMF
publishes the result of the Offer.
Shares held in registered form must be converted
into bearer form in order to be tendered to the Offer. As a result,
shareholders whose Shares are in registered form and who wish to
tender them to the Offer must request their conversion into bearer
form at the earliest opportunity in order to tender them to the
Offer.
Shareholders whose Shares are registered in an
account managed by a financial intermediary and who wish to tender
them to the Offer must send to the financial intermediary that is
the custodian of their Shares an irrevocable order to tender or
sell the Shares at the Offer Price, using the template provided by
that intermediary in good time to allow their order to be executed
and no later than the day on which the Offer closes, stating
whether they are electing either to sell their Shares directly in
the market or to tender their Shares to the semi-centralised Offer
via Euronext Paris in order to benefit from the Offeror covering
the brokerage fees as described in section 2.11 of the Draft Offer
Document.
Market-based procedure for tendering shares to
the Offer
Tarkett shareholders wishing to tender their
Shares to the Offer using the market-based procedure must send back
their sale order by the last day of the Offer and settlement will
take place as and when orders are executed, two (2) trading days
after the execution of each order, it being stipulated that trading
fees (including related brokerage fees and VAT) will remain payable
by the shareholder selling the Shares in the market.
Exane, an investment service provider authorised
as a market member, will buy the Shares sold in the market on
behalf of the Offeror, in accordance with applicable
regulations.
Semi-centralised procedure for tendering shares
to the Offer
Tarkett shareholders wishing to tender their
Shares to the Offer using the semi-centralised procedure via
Euronext Paris must send back their tender order by the last day of
the Offer (subject to timeframes specific to certain financial
intermediaries). Settlement will take place after the
semi-centralisation operations have been completed.
The Offeror will cover shareholders’ brokerage
fees, it being stipulated that the conditions under which it will
do so are described in section 2.11 of the Draft Offer
Document.
Euronext Paris will pay directly to the
financial intermediaries the amounts due in respect of the
reimbursement of fees mentioned below from the semi-centralisation
settlement date.
2.7
Trading of shares by the Offeror during the Offer period
As declared on 23 April 2021 in a joint press
release of the Company and the Offeror, the Offeror intends, until
the opening of the Offer, to acquire shares, subject to limits set
out in Article 231-38(IV) of the AMF’s general regulation, i.e. up
to 9,580,558 Shares, corresponding to up to 30% of the Shares
targeted by the draft Offer at the Offer Price. Such acquisitions
will be published on the AMF website in accordance with applicable
regulations.
2.8
Indicative timetable of the Offer
Prior to the opening of the Offer, the AMF will
publish a notice stating the opening and timetable of the Offer,
and Euronext Paris will publish a notice announcing the
arrangements and opening of the Offer.
An indicative timetable of the Offer is set out
below:
Dates |
Main stages of the Offer |
26 April 2021 |
- Offeror’s draft Offer and Draft Offer Document filed with the
AMF.
- Draft Offer Document made available to the public at the
registered offices of the Offeror and the Presenting Banks and
posted on the websites of the Company (www.tarkett.com) and the AMF
(www.amf-france.org).
- Publication of the press release relating to the filing and
availability of the Draft Offer Document.
|
[25 May 2021] |
- Filing of the Company’s draft reply document, including the
reasoned opinion of the Company’s Supervisory Board and the report
of the independent appraiser.
- The Company’s draft reply document made available to the public
at the registered office of the Company and posted on the websites
of the Company (www.tarkett.com) and the AMF
(www.amf-france.org).
- Publication of the press release relating to the filing and
availability of the Company’s draft reply document.
|
[22 June 2021] |
- Publication of the statement of compliance relating to the
Offer by the AMF, signifying approval of the Offeror’s offer
document and the Company’s reply document.
- Approved offer document made available to the public at the
registered offices of the Offeror and the Presenting Banks and
posted on the websites of the Company (www.tarkett.com) and the AMF
(www.amf-france.org).
- Approved reply document made available to the public at the
registered office of the Company and posted on the websites of the
Company (www.tarkett.com) and the AMF (www.amf-france.org.
|
[23 June 2021] |
- Information relating in particular to the legal, financial and
accounting characteristics of the Offeror made available to the
public at the registered offices of the Offeror and the Presenting
Banks and posted on the websites of the Company (www.tarkett.com)
and the AMF (www.amf-france.org).
- Publication by the Offeror of the press release stating how the
approved Offer Document and information relating in particular to
the legal, financial and accounting characteristics of the Offeror
is being made available.
- Information relating in particular to the legal, financial and
accounting characteristics of the Company made available to the
public at the registered office of the Company and posted on the
websites of the Company (www.tarkett.com) and the AMF
(www.amf-france.org).
- Publication by the Company of the press release stating how the
approved reply document and information relating in particular to
the legal, financial and accounting characteristics of the Company
are being made available.
|
[24 June 2021] |
|
[22 July 2021] |
|
[26 July 2021] |
- Publication by the AMF and Euronext Paris of the notice stating
the result of the Offer.
|
[29 July 2021] |
- Settlement of the semi-centralised Offer with Euronext
Paris
|
Shortly after the closing of the Offer |
- Implementation of the squeeze-out as the case may be.
|
2.9
Expenses relating to the Offer
The overall amount of all expenses, costs and
disbursements incurred by the Offeror solely in connection with the
Offer, including the fees and other expenses of its external
financial, legal and accounting advisors, along with those of
appraisers and other consultants, and publicity and communication
expenses, is estimated at approximately €25 million (excluding
VAT).
2.10
Financing of the Offer
The maximum cost of the Offeror acquiring all
Shares covered by the Offer as filed on 26 April 2021, based on the
Offer Price for the Shares, is €643,711,440 (excluding various
expenses and commissions).
The Offer will be financed through the
Shareholder Loan and the Bank Financing (as described in the Draft
Offer Document.
2.11
Reimbursement of brokerage fees
Except as indicated below, no expenses will be
reimbursed and no commission will be paid by the Offeror to any
intermediary or any person soliciting the tendering of Shares to
the Offer.
The Offer will cover the brokerage fees and
related VAT paid by holders of Shares who tender their Shares to
the semi-centralised Offer, subject to a maximum of 0.3% (excluding
VAT) of the amount of Shares tendered to the Offer with a maximum
of €250 per application (including VAT). Only holders of Shares
that are registered in an account the day before the opening of the
Offer and who tender their Shares to the semi-centralised Offer may
have their brokerage fees reimbursed as mentioned above (and the
related VAT). Holders who sell their Shares in the market will not
be able to have their brokerage fees (or of the related VAT)
reimbursed.
2.12
Restrictions on the Offer outside France
No request to register the Offer or to obtain
approval has been made to a financial market supervisory authority
other than the AMF and no such request will be made.
As a result, the Offer is made to shareholders
of the Company located in France and outside France, provided that
the local laws to which they are subject allow them to take part in
the Offer without the Offeror being required to complete any
additional formalities.
The publication of the Draft Offer Document, the
Offer, the acceptance of the Offer and the delivery of the
Securities may in some countries be subject to specific regulations
or restrictions. As a result, the Offer is not addressed to persons
subject to such restrictions, either directly or indirectly, and is
not capable of being accepted in a country in which the Offer is
subject to restrictions.
Neither the Draft Offer Document nor any other
document relating to the Offer constitutes an offer to buy or sell
financial instruments or a solicitation of an offer in any country
in which such offer or solicitation would be illegal, could not be
legally made or would require the publication of a prospectus of
any other formality in accordance with local financial laws. The
holders of Securities located outside of France may participate in
the Offer only to the extent that such participation is authorised
by the local laws to which they are subject.
As a result, persons in possession of the Draft
Offer Document are required to inform themselves about any
applicable local restrictions and to comply with them. A failure to
comply with these restrictions may constitute a violation of
applicable stock exchange laws and regulations.
The Offeror will not be liable for the violation
of applicable legal or regulatory restrictions by any person.
United States
In particular, as well as in France, the Offer
will be made in the United States of America in accordance with
Section 14(e) of the US Securities Exchange Act of 1934 as amended
(the “1934 Act”) and with the rules and regulations promulgated
under that act, including Rule 14E, and will be subject to certain
exemptions provided for by Rule 14d-1(d) of the 1934 Act and to
French law. As a result, the Offer will be subject to certain
disclosure and procedural rules, including those relating to the
notice of extension of the Offer, settlement, purchases of Shares
outside of the Offer and payment dates, which differ from those
arising from American rules relating to public offers.
The payment of the Offer price to Tarkett’s US
shareholders could be a transaction subject to tax including US
federal income tax. Each of Tarkett’s US shareholders are strongly
advised to consult immediately an independent professional advisor
regarding the tax consequences of accepting the Offer.
It could be difficult for Tarkett’s US
shareholders to assert their rights under US federal stock exchange
law, since the Offeror and Tarkett have their registered offices
outside the United States of America and some or all of their
managers and directors are residents of countries other than the
United States of America. Tarkett’s US shareholders may be unable
to commence proceedings before a court outside the United States
against a non-US company, its managers or its directors by invoking
breaches of US stock exchange law. It may also be difficult to
force a non-US company and its affiliates to comply with judgments
handed down by a US court.
To the extent allowed by the applicable laws and
regulations, including Rule 14e-5 of the 1934 Act, and in
accordance with standard practice in France, the Offeror and its
affiliates and/or its broker(s) (acting as agent in the name of and
on behalf of the Offeror or its affiliates as the case may be) and
Tarkett and its affiliates and/or its broker(s) (acting as agent in
the name of and on behalf of Tarkett or its affiliates as the case
may be) may, before or after the date of the Draft Offer Document,
directly or indirectly, buy or take the necessary steps to buy
Shares outside of the Offer ( the Offeror's intentions in this
respect are described in Section 2.7 of the Draft Offer Document).
Such purchases may take place on the market or through off-market
transactions at the Offer Price. To the extent that information
about such purchases and such provisions is made public in France,
it would also be made public through a press release or any other
method that would allow Tarkett’s US shareholders to be informed
and on Tarkett’s website (www.tarkett.com). No purchases outside of
the Offer shall take place by or on behalf of the Offeror, Tarkett
or their respective affiliates in the United States of America. The
affiliates of the financial advisors of the Offeror and of Tarkett
may continue ordinary trading in Tarkett securities, which may
include purchases or certain steps to purchase such securities.
This Draft Offer Document has not been filed or
examined by any market authority (federal or state) or any other
regulatory authority in the United States of America, and none of
those authorities has commented on the accuracy or adequacy of the
information contained in this Draft Offer Document. Any statement
to the contrary would be unlawful and could constitute a criminal
offence.
3.
SUMMARY OF VALUATION OF THE OFFER PRICE
The Offer Price proposed by the Offeror is €20.0
per Share. Based on the valuation work presented below, the Offer
Price shows the following premiums:
|
Value per Share1 (€) |
Premium/(discount) represented by the Offer Price
(%) |
Offer Price per Share (€) |
20.0 |
|
Main methods applied |
|
|
Historical prices |
|
|
Last closing price before the project was announced2 |
15.9 |
+25.8% |
20-day VWAP |
14.5 |
+38.1% |
60-day VWAP |
13.8 |
+44.4% |
120-day VWAP |
13.7 |
+45.6% |
180-day VWAP |
12.8 |
+56.3% |
250-day VWAP |
12.1 |
+64.7% |
250-day high |
16.3 |
+23.1% |
250-day low |
8.3 |
+141.0% |
Analyst target prices |
|
|
Highest target price |
20.0 |
- |
Average target price |
15.8 |
+26.7% |
Lowest target price |
12.6 |
+58.4% |
DCF |
|
|
Middle of the range resulting from the Company’s business plan |
15.8 |
+26.5% |
Upper end of the range resulting from the Company’s business
plan |
17.2 |
+16.5% |
Lower end of the range resulting from the Company’s business
plan |
14.6 |
+36.8% |
Methods applied for information only |
|
|
Peers’ trading multiples comparison |
|
|
2021 EV/EBIT (overall average) |
9.4 |
+113.0% |
2022 EV/EBIT (overall average) |
16.4 |
+22.2% |
N.B.: 1 Value per share based
on 65,283,043 Shares, excluding 392,427 Shares held in treasury.2
On 22 April 2021
Disclaimer This press release was prepared
for informational purpose only. It is not an offer to the public
and it is not for diffusion in any other country than France. The
diffusion of this press release, the Offer and its acceptance may
be subject to specific regulations or restrictions in certain
countries. The Offer is not made for persons subject to such
restrictions, neither directly nor indirectly, and may not be
accepted in any way from a country where the Offer would be subject
to such restrictions. Consequently, persons in possession of this
press release shall inquire about potential applicable local
restrictions and comply with them. Tarkett Participation
excludes all liability in the event of any breach of the applicable
legal restrictions by any person. |
1 A simplified joint-stock corporation whose
registered office is located at Tour Initiale - 1 Terrasse Bellini,
92919 Paris La Défense Cedex and which is registered with the
Nanterre trade and companies register under number
421 199 274, controlled by the Deconinck family.
2 A public limited company incorporated under
Luxembourg law whose registered office is located at 5 rue Pierre
d'Aspelt, L-1142 Luxembourg and which is registered with the
Luxembourg trade and companies register under number B50162, a
wholly owned subsidiary of Wendel SE, 89 rue Taitbout, 75009
Paris.
[3]Based on pro forma figures, themselves
based on information as of 31 March 2021 published by the Company
on its website in accordance with Article 223-16 of the AMF's
general regulation.
4 It being stipulated that as of the date of
this document, the Company holds 392,427 shares in treasury (of
which 250,377 are allocated to awards of performance shares free of
charge under the LTIP 2021 plan).
5 Based on a total of 65,550,281 shares at 31
March 2021 as reported on the Company's website.
6 The transfer of 17,982,145 ordinary shares in
the Offeror to the Investor results from an acquisition agreement
signed on 23 April 2021.
7 Family members and related companies, as
described in the threshold crossing declaration published on the
AMF website dated 14 November 14 2018.
8 Based on the total of 65,550,281 shares and
98,339,939 theoretical voting rights as of 31 March 2021 as
reported on the Company's website.
9 Based on 98,339,939 theoretical voting rights
at 31 March 2021 as reported on the Company's website, taking into
account the loss of double voting rights resulting from the SID
Contribution.
10 The difference in premium of 0.4% with the
one published in the Tarkett and Wendel press releases of 23 April
2021 is due to the delay in FactSet taking into account the volumes
of Tarkett shares traded on certain trading platforms.
11 It being stipulated that as of the date of
this document, the Company holds 392,427 shares in treasury (of
which 250,377 are allocated to awards of performance shares free of
charge under the LTIP 2021 plan).
12 1 August 2021 for some beneficiaries. If the
Offer or a squeeze-out closes before that date, the securities
concerned will be subject to the Liquidity Mechanism on the basis
of the Offer Price.
13 1 August 2022 for some beneficiaries.
14 Assuming a vesting of 100% of the shares.
15 Since the Offer is open to American
shareholders, it is expected that it remains open for 21 trading
days in accordance with the applicable regulations.
- 2026-04-26-Tarkett Participation - Press Release - Filing
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