Press Release Dated November 24, 2021 Relating to the Availability of the Note Prepared by Europcar Mobility Group in Response to the Public Tender Offer for the Shares of Europcar Mobility Group Initiated by Green Mobility Holding S.A.
PARIS–(BUSINESS WIRE)–Regulatory News:
Europcar Mobility Group (Paris:EUCAR):
| This press release was prepared and made available to the public in accordance with the provisions of article 231-27, 3° of the French Autorité des marchés financiers (“AMF”)’s general regulation. Pursuant to Article L. 621-8 of the French Monetary and Financial Code and Article 231-26 of its general regulation, the AMF has affixed the visa No. 21-500 dated November 23, 2021 on the response document prepared by Europcar Mobility Group in response to the public tender offer initiated by Green Mobility Holding S.A. (the “Response Document”). |
The Response Document is available on the websites of Europcar Mobility Group (www.europcar-mobility-group.com) and of the AMF (www.amf-france.org) and is provided to the public free of charge at the registered office of Europcar Mobility Group, 13 ter, boulevard Berthier, 75017 Paris, France.
In accordance with article 231-28 of the AMF’s general regulation, the information relating to the legal, financial and accounting relating to Europcar Mobility Group will be filed with the AMF and will be provided to the public no later than the day before the offer opens.
A press release will be issued to inform the public of the manner in which this information will be made available.
| 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. Europcar Mobility Group excludes all liability in the event of any breach of the applicable legal restrictions by any person. |
1. PRESENTATION OF THE OFFER
Pursuant to Title III of Book II and more specifically articles 231-13 and 232-1 of the AMF’s general regulation, Green Mobility Holding S.A., a limited liability company (société anonyme) incorporated under Luxembourg law with a share capital of 30,000 euros, having its registered office at 19-21, route d’Arlon, 8009 Strassen, Luxembourg, registered with the Luxembourg Trade and Companies Register under number B257696 (hereinafter the “Offeror”), is making an irrevocable offer to all shareholders of Europcar Mobility Group, a public limited company governed by a board of directors, whose registered office is located at 13 ter, boulevard Berthier, 75017 Paris, and registered with the Trade and Companies Register of Paris under number 489 099 903 (“Europcar Mobility Group” or the “Company”, and together with its direct and indirect subsidiaries the “Group”), to acquire all shares in the Company (the “Shares”) that the members of the Consortium (as such term is defined in the Response Document) do not hold directly or indirectly as of the date of the offer document prepared by the Offeror and filed with the AMF (the “Offer Document”) at a price of 0.50 euros per Share, subject to the adjustments described in section 1.2.3 of the Response Document (the “Offer Price”) through a public tender offer, the terms of which are described hereafter and more fully described in the Offer Document (the “Offer”).
According to and as of the date of the Offer Document, the Offeror is fully owned by Volkswagen Finance Luxemburg S.A., a limited liability company (société anonyme) incorporated under Luxembourg law, having its registered office at 19-21, route d’Arlon, 8009 Strassen, Luxembourg, registered with the Luxembourg Trade and Companies Register under number B166745 (“VFL”), a wholly-owned subsidiary of Volkswagen Aktiengesellschaft, a limited liability company (Aktiengesellschaft) incorporated under German law, having its registered office at Berliner Ring 2, 38440 Wolfsburg, Germany, registered with the commercial register at the local court of Braunschweig under number HRB 100484 (“Volkswagen”). Following the Offer, the Offeror will become jointly owned by:
– VFL, holding 66% of the Offeror’s capital and voting rights;
– Trinity Investments Designated Activity Company, a limited liability company incorporated under Irish law, having its registered office at Fourth Floor, 3 George’s Dock, IFSC, Dublin 1, Ireland, registered with the Ireland Trade and Companies Register under number 535698 (“Trinity Investments”), an entity of the Attestor Limited (“Attestor”) group, holding 27% of the Offeror’s capital and voting rights; and
– Pon Holdings B.V., a limited liability company (Besloten Vennootschap) incorporated under Dutch law, having its registered office at Stadionplein 28, 1076CM Amsterdam, Netherlands, registered with the Dutch Trade and Companies Register under number 08017970 (“Pon”), holding 7% of the Offeror’s capital and voting rights.
(Volkswagen, Attestor and Pon, together the “Consortium”).
The Shares are admitted for trading on compartment C of the Euronext Paris regulated market (“Euronext Paris”) under ISIN FR0012789949 (ticker: EUCAR).
According to and as of the date of the Offer Document, Trinity Investments, an entity of the Attestor Limited group which is a member of the Consortium, holds 641,514,896 shares of the Company representing 12.79% of the share capital and voting rights (the “Attestor Stake”) and has undertaken to tender all these shares to the Offer, as mentioned in section 5.3 of the Response Document, it being specified that no other entity of the Attestor group holds any shares or voting rights in the Company. The Offeror and the other Consortium members do not hold any shares or voting rights of the Company, it being specified that no other entity of the Volkswagen group or the Pon group holds any shares or voting rights in the Company.
The Offer is for all the Shares not held by the Offeror:
– that are issued and outstanding as of the date of the Offer Document, excluding however, treasury Shares held by the Company (which will not be tendered in the Offer according to Company’s board decision of September 17, 2021 in the context of its reasoned opinion (avis motivé) on the Offer), i.e., a maximum total number of 5,007,087,7581 Shares;
– that may be issued prior to the closing of the Offer or the Reopened Offer (if applicable and as such term is defined in section 1.3.3 of the Response Document), as a result of the vesting and delivery of the shares under the 2019 Free Share Plan (as defined in section 1.2.5 of the Response Document), i.e. as of the date of this Response Document, a maximum number of 797,000 new shares;
altogether representing a maximum number of 5,007,884,758 Shares.
As of the date of this Response Document, there are no equity securities or other financial instruments or rights that may give access, either immediately or in the future, to the Company’s share capital or voting rights other than the 2019 Free Share Plan awarded by the Company to certain managers and employees described in section 1.2.5 of the Response Document.
The Offer is voluntary and will take place according to the normal procedure in accordance with articles 232-1 et seq. of the AMF’s general regulation. The Offer will be open for a period of at least twenty-five (25) trading days.
The Offeror intends to implement the squeeze-out procedure for the shares of the Company not tendered to the Offer, at the end of the Offer (or the Reopened Offer), pursuant to the provisions of article L. 433-4 II of the French Monetary and Financial Code and articles 237-1 et seq. of the AMF’s general regulation.
In accordance with article 231-13 of the AMF’s general regulation, on September 20, 2021, BNP Paribas and Bank of America Europe DAC – Succursale en France (“Bank of America”) (together the “Presenting Banks”), in their capacity as banks presenting the Offer, filed the Offer and the draft offer document with the AMF on behalf of the Offeror. Only BNP Paribas guarantees the terms and the irrevocable nature of the undertakings made by the Offeror in connection with the Offer.
The Offer is subject to the caducity threshold referred to in article 231-9, I of the AMF’s general regulation, as described in section 1.2.6 of the Response Document and in section 2.10.1 of the Offer Document. The Offer also includes a withdrawal threshold, in accordance with article 231-9, II of the AMF’s general regulation, as described in section 1.2.7 of the Response Document and in section 2.10.2 of the Offer Document.
In addition, according to and as of the date of the Offer Document, the Offer is also subject, as condition precedent, to the EU Antitrust Authorization, as defined and described in section 1.2.8 of the Response Document (and in section 2.10.3 of the Offer Document).
The indicative timetable of the Offer is presented in section 1.4 of the Response Document and 2.11 of the Offer Document.
2. REASONED OPINION OF THE COMPANY’S BOARD OF DIRECTORS
The board of directors of Europcar Mobility Group is currently composed of:
– Mr. Alexandre de Juniac (chairman of the board of directors)*;
– Mrs. Caroline Parot;
– Mrs. Sylvie Veilleux*;
– Mrs. Martine Gerow*;
– Mr. Carl Leaver;
– Mr. Simon Franks;
– Mrs. Carol Sirou*; and
– Mrs. Adèle Mofiro.
*Independent directors according to the independence criteria of the Afep-Medef Code.
Mr. Laurent David is an observer (censeur) on the Company’s board of directors.
On June 7, 2021, the Consortium members submitted an indicative proposal letter to the Company expressing their interest regarding a contemplated transaction on the Company’s share capital at a price of €0.44 per Company share.
In light of the need to set up suitable governance procedures to review this proposal and any subsequent alternative or competing projects which may arise in its wake, the board of directors, at its meeting of June 8, 2021 decided to set up the Ad Hoc Committee in accordance with the provisions of article 261-1, III of the AMF’s general regulation, composed of:
– Mr. Alexandre de Juniac (chairman of the Ad Hoc Committee );
– Mrs. Martine Gerow; and
– Mr. Carl Leaver,
it being noted that Mrs. Caroline Parot in her capacity as CEO and Mr. Laurent David in his capacity as board observer (whose appointment had been proposed and was confirmed by the Company’s shareholders’ meeting on June 30, 2021) participated to the work of such Ad Hoc Committee as guests.
On June 13, 2021, the Company’s board of directors unanimously (excluding Mr. Simon Franks, in his capacity as director appointed upon proposal of Attestor, who withdrew from the board’s work) rejected the Consortium members’ proposal, stating that the proposed price did not reflect the Company’s full value and value creation potential, while leaving the door open to potential discussions should the price be significantly increased.
On June 17, 2021, in anticipation of any such potential discussions, the Company’s board of directors (excluding Mr. Simon Franks, in his capacity as director appointed upon proposal of Attestor, who did not take part in the deliberation or the vote), upon recommendation of the Ad Hoc Committee, appointed the Independent Expert pursuant to article 261-1, I, 2° and 4° of the AMF’s general regulation with a mission to produce a report regarding the financial terms of the proposed offer, including, should the Independent Expert so conclude, an opinion that the price of the Offer is fair (équitable) from a financial point of view for the Company’s shareholders.
At its meeting of July 28, 2021, the Company’s board of directors unanimously (excluding Mr. Simon Franks, in his capacity as director appointed upon proposal of Attestor, who withdrew from the board’s work, and Mrs. Caroline Parot, who did not participate in the deliberation or the vote) and upon recommendation of the Ad Hoc Committee:
- favorably welcomed the transaction proposed by the Consortium Members, expressing a preliminary positive opinion that the Offer was in the interest of the Company, its shareholders, employees and other stakeholders, it being specified that such preliminary positive opinion would be reviewed in accordance with the board of directors’ fiduciary duties upon receipt of the Independent Expert’s opinion;
- approved, in accordance with its internal rules and article L. 225-38 of the French Commercial Code, the execution of the TOA by the Company2; and
- confirmed the Independent Expert’s mission with a view to obtaining its opinion on the basis of which the Company’s board of directors opinion will be rendered.
On September 16, 2021, the Company’s board of directors unanimously (excluding Mr. Simon Franks, in his capacity as director appointed upon proposal of Attestor, who withdrew from the board’s work, and Mrs. Caroline Parot, who did not participate in the deliberation or the vote), and upon recommendation of the Ad Hoc Committee, approved, in accordance with its internal rules and article L. 225-38 of the French Commercial Code, the execution by the Company of an amendment to the TOA in order to clarify and adjust certain provisions regarding, in particular, the Offeror’s intentions, the Liquidity Agreement (as defined in section Erreur ! Source du renvoi introuvable. above) and the management bonuses and incentive plan3.
In accordance with the provisions of article 231-19 of the AMF’s general regulation, the Company’s board of directors met on September 17, 2021, under the chairmanship of Mr. Alexandre de Juniac, chairman of the board, and in the presence of Ledouble, in order to review the proposed Offer and to issue a reasoned opinion on the interest and consequences of the proposed Offer for the Company, its shareholders and its employees. All the members of the board were present or represented in person or by videoconference.
Prior to the meeting, the members of the board were provided with:
– the draft offer document to be filed by the Offeror with the AMF on September 20, 2021, including the context and the reasons for the Offer, the intentions of the Offeror, the characteristics of the Offer and the elements for assessing the Offer Price;
– the draft reasoned opinion prepared by the Ad Hoc Committee in accordance with article 261-1, III of the AMF’s general regulation;
– the report of Ledouble in its capacity as Independent Expert;
– the draft response document of the Company prepared in accordance with article 231-19 of the AMF’s general regulation; and
– the minutes of the opinion of Europcar International’s social and economic committee on the Offer dated September 3, 2021 and the report of the certified accountant firm (Secafi) that such committee appointed in accordance with articles L. 2312-42 et seq. of the French Labor Code.
The Company’s board of directors, at the said meeting of September 17, 2021, has therefore issued the following reasoned opinion by unanimous vote of its members, (excluding Mr. Simon Franks, in his capacity as director appointed upon proposal of Attestor, who withdrew from the board’s work, and Mrs. Caroline Parot, who did not participate in the deliberation or the vote):
“[…] Work and conclusions of the independent expert
At its meeting of June 17, 2021, upon recommendation of the ad hoc committee, the Board of Directors appointed Ledouble, represented by Mmes. Agnès Piniot and Stéphanie Guillaumin, as independent expert in accordance with the provisions of Article 261-1, I, 2° and 4° of the AMF general regulation, in charge of issuing a report on the financial terms of the Offer. The process and the basis for the appointment of the independent expert will be explained as part of the presentation of the ad hoc committee’s work.
The Chairman indicates that the ad hoc committee has had several exchanges with the independent expert and followed up its work.
The representatives of Ledouble, Mmes. Agnès Piniot and Stéphanie Guillaumin, summarize to the Board the conclusions of the independent expert’s work:
“Summary
In accordance with the scope of the Independent Appraiser’s appointment (see section 1.1), we sought to verify:
- the fairness of the Offer Price relative to the value of the Shares arising from the Multi-Criterion Valuation;
- the existence of a Price Supplement and a Price Adjustment in line with the provisions of the Tender Undertakings;
- the absence of provisions in the Related Agreements and Transactions that may harm the interests of shareholders whose shares are the subject of the Offer. We paid particular attention to arrangements regarding the possible sale by the Attestor and Pon funds of their stakes in Green Mobility Holding in view of:
- the remuneration of Attestor’s equity investment;
- the minimum annual returns guaranteed by certain Options.
We reiterate that our assessment of the Offer Price is based on the financial conditions of the Offer and the valuation of the Shares in the current circumstances, which by definition differ from the conditions under which shareholders have been able to acquire their Shares on a case-by-case basis.
We note that:
- the short-term vehicle rental market is in flux, and it has been and remains affected by the Covid-19 crisis; in addition, sector players are evolving by the increasing adoption of digital technologies, in view of new forms of mobility;
- the fundamental value of the Shares, using the DCF method, was modelled using:
- the Company’s Business Plan, which we regarded as aggressive given the Group’s historical difficulties in meeting its forecasts and given the backdrop of the Covid-19 crisis;
- the Offeror’s Business Plan, which factors in a slower recovery from the Covid-19 crisis than the Company’s Business Plan, an increase in profitability and an increase in the Group’s capex;
- the Offer Price shows a premium to the terms of the Company’s most recent capital increases that took place at the time of the Restructuring; after that and until rumours of the Offer emerged, the Share price did not exceed the Offer Price;
- shareholders whose shares are the subject of the Offer benefit from liquidity for those shares at the Offer Price of €0.50, which is attractive relative to all central values resulting from the Multi-Criterion Valuation and the premium ranges that arise from it.
We also obtained confirmation that:
- as indicated in the draft offer document, the only synergies expected by the Offeror from the merger with Europcar relate to financing costs (see section 2.9);
- the Company has not received any proposal at a price higher than the Offer Price.
The Related Agreements and Transactions do not have any consequence for our assessment regarding the fairness of the Offer terms.
Conclusion
After completing our valuation of the Shares:
- it is our opinion is that the Offer price of €0.50 per share is fair from the financial point of view for Europcar shareholders tendering their shares to the Offer;
- we did not identify any provisions in the Related Agreements and Transactions that may harm the interests of Europcar shareholders whose shares are the subject of the Offer.”
Work and recommendation of the ad hoc committee
Mr. Alexandre de Juniac, in his capacity as chair of the ad hoc committee, then reports on its mission and briefly summarizes the work accomplished in this context:
Process for appointing the independent expert
The ad hoc committee members reviewed the profile and experience of a selection of top-tier financial advisory firms, as well as the notable transactions some of them have conducted with the Company that could affect their independence.
Following this review, on June 17, 2021, Ledouble was selected by the ad hoc committee because of its recent experience in comparable and complex transactions, its reputation and the absence of any conflict of interest.
Ledouble confirmed that it was not in a conflict-of-interest situation and that it had sufficient resources and availability to carry out its mission within the contemplated timetable.
In light of the above, the ad hoc committee decided to recommend the appointment of Ledouble to the Board, which ratified this proposal on the same day (June 17, 2021).
Work of the ad hoc committee and interactions with the independent expert
– As from the establishment of the ad hoc committee, the ad hoc committee members met 27 times between June 9, 2021 and September 17, 2021 for the purpose of their mission, including 4 times in the presence of the independent expert, as detailed below. Given the health constraints related to the Covid-19 pandemic, all of the meetings of the ad hoc committee and the exchanges of its members with the various people involved in the process took place by telephone or videoconference;
– Periodical follow-up meetings were set up, at the occasion of which the legal and financial advisers of the Company and the Board and the Company management kept the ad hoc committee members informed of the progress of the contemplated transaction, and more particularly of the evolutions of the contemplated timetable, the discussions with the Consortium members, the draft agreements between the various parties (including the TOA), the employee consultation process and regulatory filings and the discussions with the AMF;
– On June 9, 2021, the ad hoc committee met with the legal and financial advisors of the Company and the Board and the Company’s management team to proceed with a preliminary review of the terms and characteristics of the Consortium’s initial proposal received on June 7, 2021 at a price of €0.44 per share;
– On June 11, 2021, the ad hoc committee met with the legal and financial advisors of the Company and the Board and the Company’s management team to receive a presentation on preliminary valuation considerations and discuss the next steps regarding the Board’s response to the Consortium’s initial proposal;
– On June 15, 2021, the ad hoc committee met with the legal and financial advisors of the Company and the Board and the Company’s management team to be updated on the reaction of the Consortium’s financial advisors to the Board’s response letter of June 14, 2021 (which had conveyed the message that the Consortium’s initial proposal at a price of €0.44 did not reflect the Company’s full value and value creation potential, while leaving the door open to potential discussions should the price be significantly increased) and to discuss the next steps;
– On June 17, 2021, the ad hoc committee met with the legal and financial advisors of the Company and the Board and the Company’s management team to discuss the next steps regarding the Company’s response to the Consortium’s initial proposal and the potential meeting to be organized among principals, as suggested by Volkswagen’s representatives. In addition, the ad hoc committee members discussed the information that could be shared with the Consortium. At this meeting, the ad hoc committee also decided to recommend Ledouble as independent expert to the Board of Directors;
– On June 23, June 25, June 27, June 28, June 30, July 1st, July 3, July 6, July 7, July 8, July 12, July 13, July 19 and July 20, 2021, the ad hoc committee met with the legal and financial advisors of the Company and the Board and the Company’s management team to be updated about and discuss (i) the ongoing discussions among the Company and the Consortium regarding the contemplated transaction, including a potential tender offer support agreement to be entered into between the Consortium and the Company, (ii) communication matters in connection with such discussions (inclu
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