DS Smith Plc made a voluntary offer to acquire Papeles y Cartones de Europa, S.A. from Isidro family, Ángel Fernández González, Concepción Herrero Cuadrado, Onchena, S.L. and others for 1.6 billion.
June 03, 2018
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DS Smith Plc (LSE:SMDS) made a voluntary offer to acquire Papeles y Cartones de Europa, S.A. (BME:PAC) (Europac) from Isidro family, Ángel Fernández González, Concepción Herrero Cuadrado, Onchena, S.L. and others for 1.6 billion on June 4, 2018. The offer price is 16.8 in cash for each Europac share. Europac has not currently issued any preemptive subscription rights, bonds convertibles into shares, securities exchangeable for shares, or any other similar security or financial instrument, which might entitle the holder to, directly or indirectly, subscribe or acquire Europac's shares. The offer price will not be adjusted by any dividend distribution or any other distribution declared payable or paid by Europac to its shareholders in the ordinary course and in line with Europac's current dividend policy. DS Smith has received irrevocable undertakings for 5.95 million shares representing 6% of the capital by Onchena, S.L., for 6.77 million shares that is 6.82% of the capital by Ángel Fernández González and Concepción Herrero Cuadrado, and for 39.71 million shares that is 40.01% of the capital by Isidro family. The acquisition will be financed with a combination of rights issue of 1.1 billion and 740 million of debt facility. DS Smith agreed to pay to Europac a fee of 69.4 million payable in the event that the shareholders do not approve the resolution at a general meeting, while Europac agrees to pay to DS Smith a fee of 15.6 million payable in the event that a higher competing offer is authorized by the National Securities Market Commission and completes.
DS Smith intends to respect the existing rights of Europac employees. All the employees and management team of Europac will be retained after the acquisition. The launching of offer is subject to minimum 50% plus 1 share being accepted for tender, approval from shareholders of DS Smith, EU commission, regulatory authority, CNMV and approval from shareholders of Europac. If the acceptance condition relating to the tendering of acceptances of the acquisition is fulfilled during the offer term, DS Smith intends to delist Europac's shares from their listings on the Madrid and Barcelona stock markets. If the acceptance condition relating to the tendering of acceptances of the acquisition is not fulfilled during the offer term, DS Smith may extend the offer term and/or waive the condition in accordance with Spanish law. DS Smith intends to exercise the squeeze-out right. As of July 10, 2018, the shareholders of DS Smith approve the transaction. As of November 14, 2018, EU commission has approved the proposed acquisition. As of November 26, 2018, the transaction has been approved by the Spanish National Securities Market Commission. As per the disclosure on January 17, 2019, the condition for the minimum tender of shares, along with the other conditions established had been met, thus the requirements to exercise the squeeze out and sellout rights was also met. The deal is expected to close in the fourth quarter of 2018. The acquisition is expected to be accretive to earnings per share. As of December 3, 2018, the acceptance period of the bid will commence from December 4, 2018 to January 2, 2019. As per announcement made on December 20, 2018, the acceptance period of the bid has been extended from January 2, 2019 to January 11, 2019.
Anthony Gutman, Charlie Lytle and Nick Harper of Goldman Sachs International, and Charles Harman, Richard Walsh, and Guy Bomford of J.P. Morgan Cazenove acted as financial advisors for DS Smith. Andy Ryde, Filippo de Falco, Francesca Harris, Daniel Whitelock, Greg James, Robin Culshaw, Oliver Storey, Charlotte Ferard, Jennifer Nice, Bertrand Louveaux, Anna Lyle-Smythe, Murray Reeve, Zsolt Vertessy, Alicia De Bruyn, Michael Lane, Tanja Velling, Charles Osborne, Philip Linnard, Christian Davies, Ralph Spencer-Tucker and Sam Salt of Slaughter and May and Pedro Pérez-Llorca, Javier Carvajal, Javier Gómez, Isabel Moya, Jaime de Blas and Francisco García of Pérez-Llorca acted as legal advisors for DS Smith. Citi Group, Inc. acted as financial advisor to Papeles y Cartones de Europa, S.A. DLA Piper and Uría Menéndez acted as legal advisors for sellers. Iñigo Gómez-Jordana and Jesús Palencia of DLA Piper acted as the legal advisors for Papeles y Cartones de Europa. Juan Barona, Cosme Colmenero, Alejandro Ortiz, Esteban Arza and Jaime Zurita of Linklaters advised Goldman Sachs International, Bank of America Merrill Lynch and J.P. Morgan Cazenove in the transaction.
DS Smith Plc is a leading European producer of corrugated cardboard and recycled paper industrial packaging. The group's activity is organized around two product families:
- recycled corrugated cardboard packages: cardboard packing boxes, shipping packages, octabins, catering boxes, dividers, point-of-sale displays, etc.;
- flat cardboards: layered cardboards and foam boards, single-layer technical-grade cardboards, special custom cardboards, protective dividers, etc.
Net sales are distributed geographically as follows: the United Kingdom (15.8%), France (14.6%), Iberia (11.8%), Italy (11.8%), Germany (9.3%), the United States (8.2%) and other (28.5%).
DS Smith Plc made a voluntary offer to acquire Papeles y Cartones de Europa, S.A. from Isidro family, Ángel Fernández González, Concepción Herrero Cuadrado, Onchena, S.L. and others for €1.6 billion.