AUTOMOTIVE COMPONENTS EUROPE SA KOMISJA NADZORU FINANSOWEGO
Raport bieżący nr 45/2015
Data sporządzenia: 2015%11%12
Skrócona nazwa emitenta
A.C.E. S.A.
Temat
Position of the Board of Directors regarding the Tender Offer announced by Grupo Industrial Saltillo, S.A.B. de C.V.Podstawa prawna Inne uregulowania
Treść raportu:
The Board of Directors of Automotive Components Europe S.A. on 12 November 2015 approved a resolution concerning its position regarding the Tender Offer for all shares in the Company announced on 27 October 2015 by Grupo Industrial Saltillo, S.A.B. de C.V. The position together with a Fairness Opinion issued by Ipopema Securities S.A. are attached to this current report.
Rada Dyrektorów Automotive Components Europe S.A. w dniu 12 listopada 2015 roku przyjęła uchwałę dotyczącą swojego stanowiska wobec Wezwania do zapisywania się na sprzedaż wszystkich akcji Spółki ogłoszonego w dniu 27 października 2015 r. przez Grupo Industrial Saltillo,
S.A.B. de C.V. Stanowisko Rady wraz z opinią dotyczącą godziwości ceny przygotowanej przez Ipopama Securities S.A. są dołączone do niniejszego raportu bieżącego.
Załączniki
Plik Opis
BofD_position_ESPI_ENG.pdf Position of the Board ENG
BofD_stanowisko_ESPI_POL.pdf Stanowisko Rady Dyrektorów POL
IPOPEMA_Fairness_Opinion_ENG.pdf Fairness Opinion ENG
IPOPEMA_Opinia_Godziwosci_Ceny_POL.pdf Opinia o godziwości ceny POL
PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ
Data | Imię i Nazwisko | Stanowisko/Funkcja | Podpis |
2015%11%12 | Raul Serrano | Dyrektor Finansowy | Raul Serrano |
12 November 2015
The board of directors of Automotive Components Europe S.A. with its registered office in Luxembourg (38 BOULEVARD NAPOLEON 1ER L,2210 Luxembourg) and registered with the Luxembourg Register of Commerce and Companies (RCS) under number B 118130 (the 'Board of Directors'), acting pursuant to Article 80 sections 1,3 of the Act on Public Offerings and the Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies of 29 July 2005 (the 'Act'), hereby presents its position regarding the Tender Offer (the 'Tender Offer') announced on 27 October 2015 by Grupo Industrial Saltillo,
S.A.B. de C.V. (the 'Offeror' and the 'GIS') with its registered seat in Saltillo Coahuila, Mexico (address: Boulevard Isidro López Zertuche No. 1495, 25000, Saltillo, Coahuila, Mexico) for all the outstanding shares in the Company. Pursuant to the Tender Offer, the Offeror is a joint stock company with a variable capital registered under laws of the United States of Mexico and its shares are listed on the regulated market operated by the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V.).
Pursuant to the Tender Offer Document, the Offeror intends to acquire under the Tender Offer announced pursuant to Article 90a section 2 of the Act all the outstanding shares issued by the Company, that is 21,230,515 (twenty one million two hundred thirty thousand five hundred fifteen) shares with a nominal value of EUR 0.15 (fifteen eurocents) per share (the 'Shares'), all of them ordinary bearer shares of the Company, officially listed and traded on the main market organized by Giełda Papierów Wartościowych w Warszawie S.A.(the Warsaw Stock Exchange, the 'WSE'), and registered with Krajowy Depozyt Papierów Wartościowych S.A.(the National Depository for Securities) under ISIN: LU0299378421.
The Tender Offer Document was submitted by the Offeror to the Board of Directors on 27 October 2015. Furthermore, the Tender Offer Document was forwarded by the Board of Directors to the employee directly employed by the Company on that same day. In accordance with article 6 (5) of the Luxembourg law of 19 May 2006 on public takeover bids (the 'Luxembourg Takeover Law'), the Board of Directors has consulted with employees and has given them the opportunity to express their opinion on this reasoned statement. If any opinion of the employees of
the Company is delivered, the Board of Directors will republish this reasoned statement to which the employee opinion will be attached.
Pursuant to the Tender Offer Document, neither the Offeror nor any of its subsidiaries is a party to an agreement referred to in Art. 87, section 1, point 5 of the Act. Pursuant to the Tender Offer the Offeror has no parent entity.
Under the Tender Offer, the Offeror intends to acquire all the outstanding shares in ACE, i.e. after the Tender Offer it intends to control 100% of the total number of shares and votes at the general meeting of the Company, i.e. 21,230,515 (twenty one million two hundred thirty thousand five hundred fifteen) shares in the Company corresponding to 21,230,515 (twenty one million two hundred thirty thousand five hundred fifteen) votes at the general meeting of the Company as of 27 October 2015. In the Tender Offer the Offeror indicated that the Company holds a number of treasury shares, which if the Tender Offer will be successful and the Offeror becomes a dominant entity over the Company would be held indirectly.
The Tender Offer is conditional upon:
the acquisition by the Offeror under the Tender Offer of at least 95.000003532651 % of the Shares, i.e. at least 20,168,990 (twenty million one hundred sixty eight thousand nine hundred ninety) shares in the Company corresponding to 20,168,990 (twenty million one hundred sixty eight thousand nine hundred ninety) votes at the general meeting of the Company; and
the unconditional consents to the acquisition of ACE's shares by the Offeror granted by all the relevant antitrust authorities not later than on16 December 2015. If such consents are not granted by 16 December 2015, the deadline may be extended until 15 March 2016.
The Board of Directors notes that the Offeror may decide to acquire ACE's shares subscribed for under the Tender Offer despite the failure to meet the conditions described above, i.e. if less than 95.000003532651 % of the Shares will be acquired under the Tender Offer or if the unconditional consents of the relevant antitrust authorities will not be obtained.
The Board of Directors also informs that on 29 October 2015 it held a meeting with the Offeror (as indicated in the Company's current report RB 42/2015 of 29 October 2015), where the Offeror had the opportunity to introduce GIS's business and group of companies to the members of the Board of Directors and prove that the Tender Offer is not an attempt of hostile takeover. During the aforesaid meeting, no information other than the information included in the Tender Offer Document was provided to the Board of Directors.
In order to express its position, the Board of Directors has become acquainted with the following available information and data relating to the Tender Offer:
the contents of the Tender Offer,
the price of the Company's shares quoted on the stock exchange during the last three and six months preceding the announcement of the Tender Offer; and
other material analyses and opinions the Board of Directors deems necessary in connection with this position.
In order to verify whether the price proposed in the Tender Offer represents the fair value of ACE's shares from a financial point of view, the Board of Directors, acting pursuant to Article 80 section 3 of the Act, also requested that IPOPEMA Securities
S.A. ('Ipopema') prepare an independent opinion on the price offered for the Shares in the Tender Offer (the 'Fairness Opinion').
In the opinion of the Board of Directors, the Tender Offer is in line with the Company's interests since, according to the declaration made in the Tender Offer, the Offeror expects that: 'GIS and the ACE can benefit by sharing innovative skills in the production and development of their products'and that the 'stable financial resources of GIS will support ACE's capital and financial structure.'
Moreover, as José Manuel Arana, General Director of GIS, commented in a press release: 'This transaction is in line with the strategy of geographical expansion and diversification of the product portfolio and it will, in addition to synergies and exchange of best practices, help to achieve a great competition advantage bringing us closer to our vision of becoming a global company.' Such declarations of the Company itself and its managers allow the Board of Directors to expect that the potential takeover will have a positive impact on the Company.
Furthermore, GIS underlined in its communications to the market that 'GIS cares for the development of employees and sees many opportunities for the managers and employees of ACE and GIS through the exchange of their best practices. Due to the fact that GIS does not produce automotive components outside of Mexico, GIS at the moment is not planning significant changes in the level of employment in the ACE.'
All this shows that the Company currently plays, and will continue to play, an important role in the realization of the international development strategy of the GIS group. Taking into account the intentions stated directly both in the Tender Offer and in the GIS's press release, the Board of Directors is of the opinion that GIS's commitment to ACE is a key step to further developing the Company in Poland, Spain and Czech Republic. With strategic support from its new majority shareholder, the Company will be in an ideal position to strengthen its market position and
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