The board of directors of JACCAR Holdings, a company which currently directly owns 26.2% of the share capital of BOURBON representing 27.3% of the voting rights, is preparing a proposed bid for the shares in BOURBON, at a price of €24 per share, cum dividend.
This offer price represents a premium of respectively 19% compared with the volume-weighted average of the last 100 trading days, and 24% compared with the closing price on the day preceding the announcement.
The Offer is expected to be filed with the French financial markets authority (AMF) in April 2014 after the board of directors of BOURBON has issued its reasoned opinion. The indicative timetable of the Offer which will be examined by the AMF, will be published at a later date when the draft information memorandum prepared by JACCAR Holdings is filed.
The Offer would allow the offeror to strengthen its position in BOURBON’s share capital and would offer liquidity to BOURBON’s shareholders.
JACCAR Holdings will now contact a certain number of shareholders in order to find out their intentions with respect to the proposed transaction and will continue discussions with its banking partners on the financing of the transaction. The filing of the Offer is conditional upon satisfactory completion of negotiations with those banks.
JACCAR Holdings said that the company is not bound by any agreement that could have an impact on the Offer.
JACCAR Holdings emphasized that the company intends to keep the BOURBON shares listed on NYSE Euronext in Paris, and consequently does not intend to implement a squeeze-out following completion of the Offer.
The Offer will lapse if the offeror does not hold, upon completion of the Offer, 50.1% of the outstanding share capital of BOURBON. The Offer could also be subject to obtaining regulatory approvals, including in particular from the relevant antitrust authorities.
JACCAR Holdings, March 17, 2014; Image: BOURBON