This press release, relating to the implementation by Linamar
GmbH and Linamar Forging Holding GmbH (the "Offerors") of a
squeeze-out for Montupet SA shares has been disseminated in
accordance with the provisions of article 237-16 III of the general
regulation of the Autorité des marchés financiers (the
"AMF") and of article 9 of the AMF instruction n°2006-07
relating to public tender offers.
GUELPH, ON, Feb. 19, 2016 /CNW/ - In the context of the
public tender offer initiated by the Offerors1 on the
shares of Montupet SA (the "Offer") that has been cleared by
the AMF pursuant to a decision dated 8
December 2015 (D&I n°215C1939) and of the reopening of
the Offer which took place from 29 January to 11 February 2016 (the "Reopened Offer"), a
total amount of 10,317,455 Montupet SA shares has been tendered to
the Offer and to the Reopened Offer at the price of €71.53 per
share (the "Offer Price"), including 307,240 shares tendered
to the Reopened Offer.
Pursuant to the notice of results of the Offer published by the
AMF on 16 February 2016 (D&I
n°216C0506) and considering (i) the shares tendered to the Offer
and to the Reopened Offer and (ii) the acquisition on the market
from 1 February to 11 February 2016 of
125,469 Montupet SA shares at the Offer Price, the Offerors
hold, as of today, 10,442,924 Montupet SA shares, which
represent 96.85% of the share capital and at least 96.41% of the
voting rights of the company2.
As the shares not tendered to the Offer or to the Reopened Offer
do not represent more than 5% of the share capital or of the voting
rights of Montupet SA, the conditions required by article L. 433-4
III of the French Monetary and Financial Code and by articles
237-14 to 237-19 of the General Regulation of the AMF and related
to the implementation of the squeeze-out procedure are met.
Following the Offer and Reopened Offer, in accordance with the
intentions stated in the Offer document of the Offerors, the AMF
was informed of their intention to implement a squeeze-out. The
squeeze-out will be implemented on all Montupet SA shares not
tendered to the Offer or to the Reopened Offer, representing
339,845 shares, at the Offer Price.
The AMF indicated, in its notice published on the date hereof
(D&I n°216C0530) that the squeeze-out will be implemented on
25 February 2016, date of delisting
of Montupet SA shares from the Euronext Paris regulated market. On
such date at the latest, the total amount of the compensation will
be transferred by the Offerors, free of all costs, on a blocked
account opened in the books of Natixis, who will centralise the
compensation process.
According to article 237-6 of the General Regulation of the AMF,
unallocated funds corresponding to the compensation for
Montupet SA shares will be held by Natixis for a period of ten
years as from the date of implementation of the squeeze-out and
transferred to the Caisse des dépôts et consignations upon
expiration of such period. These funds may be claimed by
beneficiaries at any time subject to a prescription period of
thirty years, after which the funds shall be transferred to the
French State.
Linda Hasenfratz, CEO of Linamar
Corporation, stated: "We are very happy with the positive
outcome of this offer. We are enthusiastic to start this new
chapter of Linamar's and Montupet's history together and look
forward to formally welcoming a wholly-owned Montupet into the
Linamar Family."
The Offer document, affixed with the visa n°15-618 dated
8 December 2015 and setting out the
terms and conditions of the Offer, as well as the document relating
in particular to the legal, financial and accounting
characteristics of the Offerors are available on the websites of
Linamar Corporation (www.linamar.com) and of the AMF
(www.amf-france.org). Copies of these documents are also available
free of charge upon request at Deutsche Bank, 23-25 avenue
Franklin Roosevelt 75008
Paris, France and Natixis, 47,
quai d'Austerlitz 75013 Paris France.
This press release was prepared for informational purpose
only. This press release does not constitute an offer to the public
nor is it intended to be transmitted in any other country than
France. The transmission of this
press release, the Offer and its acceptance may be subject to
specific regulations or restrictions in certain countries. The
Offer is not directed to any 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 are responsible for informing themselves on potential
applicable local restrictions and for complying with such
restrictions. Linamar GmbH, Linamar Forging Holding GmbH and
Linamar Corporation accept no responsibility for any violation of
such restrictions by any person.
Linamar Corporation (TSX:LNR) is a diversified global
manufacturing Company of highly engineered products powering
vehicles, motion, work and lives. The Company is made up of 2
operating segments – the Powertrain/Driveline segment and the
Industrial segment, which are further divided into 4 operating
groups – Machining & Assembly, Light Metal Casting, Forging,
and Skyjack, all world leaders in the design, development and
production of highly engineered products. The Company's Machining
and Assembly, Casting and Forging operating groups focus on
precision metallic components, modules and systems for engine,
transmission and driveline systems & structural components
designed for global vehicle and industrial markets. The Company's
Skyjack operating group is noted for its innovative, high quality
mobile industrial equipment, notably its class-leading aerial work
platforms and telehandlers. With more than 19,500 employees in 48
manufacturing locations, 5 R&D centers and 15 sales offices in
14 countries in North and South
America, Europe and
Asia, Linamar Corporation
generated sales of $4.2 billion in
2014. For more information about Linamar Corporation and its
industry leading products and services, visit www.linamar.com.
Forward Looking Information, Risk and Uncertainties
Certain information provided by Linamar Corporation in this
press release and other documents published throughout the year
which are not recitation of historical facts may constitute
forward-looking statements. The words "may", "would", "could",
"will", "likely", "estimate", "believe", "expect", "plan",
"forecast" and similar expressions are intended to identify
forward-looking statements. Readers are cautioned that such
statements are only predictions and the actual events or results
may differ materially. In evaluating such forward-looking
statements, readers should specifically consider the various
factors that could cause actual events or results to differ
materially from those indicated by such forward-looking
statements.
Such forward-looking information may involve important risks and
uncertainties that could materially alter results in the future
from those expressed or implied in any forward-looking statements
made by, or on behalf of, Linamar Corporation. Some of the factors
and risks and uncertainties that could cause results to differ from
current expectations include, but are not limited to, the ability
of Linamar Corporation to satisfy the conditions of the Offer, to
successfully take up and pay for shares and voting rights tendered
to the Offer and to complete any subsequent squeeze out
transaction, compliance by the signatories with the terms of the
Offer agreement and the undertaking to tender agreements,
completion of Linamar Corporation's financing of the Offer, changes
in the various economies in which Linamar Corporation and Montupet
SA operate, fluctuations in interest rates, environmental emission
and safety regulations, the extent of OEM outsourcing, industry
cyclicality, trade and labour disruptions, world political events,
pricing concessions and cost absorptions, delays in program
launches, Linamar Corporation's dependence on certain engine and
transmission programs and major OEM customers, currency exposure,
technological developments by Linamar Corporation's and Montupet SA
competitors, governmental, environmental and regulatory policies
and changes in the competitive environment in which Linamar
Corporation and Montupet SA operate.
The financial and operating performance of Linamar Corporation
and its reportable operating segments and the timing and terms upon
which the Offer may be consummated, if at all, may be affected by a
number of factors. Many of these risk factors and other assumptions
related to Linamar Corporation's forward-looking statements and
information are discussed in further detail throughout the Offer
documents and in Linamar Corporation's continuous disclosure
materials on file with Canadian securities commissions at
www.sedar.com. Readers should refer to such risk factors and other
statements in evaluating the forward-looking statements contained
in this news release.
The foregoing is not an exhaustive list of the factors that may
affect Linamar Corporation's forwarding looking statements. These
and other factors should be considered carefully and readers should
not place undue reliance on Linamar Corporation's forward-looking
statements. Linamar Corporation assumes no obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward-looking
statements.
___________________________________
1 Indirectly wholly-owned and controlled by Linamar
Corporation, a company incorporated under the laws of Canada and whose shares are traded on the
Toronto Stock Exchange
2 Based on a share capital of 10,782,769 shares
representing a maximum of 10,832,295 voting rights
SOURCE Linamar Corporation