- Signature of a contribution agreement by Kenercy1 for 100%
of its Groupe Berkem shares to Kenerzeo2
- Simplified tender offer project initiated by Kenerzeo for
all Groupe Berkem shares it will not hold, at a price of €3.10 per
share
- Conclusion of an investment agreement between Kenercy and
Eurazeo, concerning the financing, by funds managed by Eurazeo, of
Kenerzeo up to a maximum amount of €23.5 million (including €18.5
million dedicated to the simplified tender offer project) through
the issue of convertible bonds and the subscription of Kenerzeo
shares
Regulatory News:
Groupe Berkem (ISIN code: FR00140069V2 – ticker: ALKEM) (the «
Group »), a leading player in bio-based chemistry, announces
the signature of a contribution agreement by Kenercy of 100% of the
Groupe Berkem shares it holds to Kenerzeo and the conclusion of an
investment agreement between Kenercy and Eurazeo (ISIN code:
FR000121121 - ticker: RF) concerning the financing, by funds
managed by Eurazeo, of Kenerzeo up to a maximum amount of €23.5
million in view, in particular, of a simplified tender offer
project initiated by Kenerzeo for the Groupe Berkem shares it will
not hold. In parallel, Kenerzeo and Danske Bank Asset Management
(shareholder of Groupe Berkem) signed today reciprocal commitments
for the acquisition by Kenerzeo, and the sale by Danske Bank Asset
Management, of 1,322,931 Groupe Berkem shares, representing 7.5% of
Groupe Berkem’s capital share.
Olivier Fahy, Chairman and CEO of Groupe Berkem stated:
“We are delighted to join forces with Eurazeo, a leading European
investment group whose values and commitment to excellence we
share, through Kenerzeo. Groupe Berkem demonstrated the resilience
of its business model in a changing and highly uncertain economic
and geopolitical environment. In this context, the investment
agreement signed with Eurazeo opens a new chapter for Groupe
Berkem, which will be characterized by the same ambition that has
driven our Group since its creation: to become the benchmark player
in plant-based chemistry, responding as effectively as possible to
industries' growing demand for natural products."
Signature of a contribution-in-kind agreement between Kenercy
and Kenerzeo
Kenerzeo is a newly simplified joint-stock company (RCS 928 791
813) incorporated under French law, 100% owned by Kenercy (RCS 804
788 503), itself managed by Olivier Fahy. On July 17, 2024, Kenercy
and Kenerzeo signed a contribution agreement under which Kenercy
will transfer to Kenerzeo 100% of the Groupe Berkem shares it
holds, i.e. 12,069,833 shares representing 67.93% of Groupe
Berkem's share capital to date. Under the terms of the contribution
agreement, Groupe Berkem shares were valued at €3.10 each.
Signature of a commitment concerning 1,322,931 Groupe Berkem
shares with a shareholder of Groupe Berkem
Kenerzeo and Danske Bank Asset Management (shareholder of Groupe
Berkem) today signed reciprocal commitments for the acquisition and
sale concerning the acquisition by Kenerzeo, and the sale by Danske
Bank Asset Management, of 1,322,931 Groupe Berkem shares. Under the
terms of these commitments, Kenerzeo irrevocably agreed to acquire,
and Danske Bank Asset Management irrevocably agreed to sell,
1,322,931 Groupe Berkem shares, representing 7.5% of Groupe
Berkem's share capital, at a price of €3.10 per share. Completion
of these commitments and the transfer of ownership of the shares
are expected to take place on July 31, 2024.
After the final completion of the contribution and commitments
described above, scheduled for July 31, 2024, Kenerzeo will hold
75.43% of Groupe Berkem's share capital.
Conclusion of an investment agreement between Kenercy,
Eurazeo and members of Groupe Berkem's management team
On July 17, 2024, Kenercy, Eurazeo and members of Groupe
Berkem's management team entered into an investment agreement
defining, in particular:
- the terms and conditions of the issue by Kenerzeo, to funds
managed by Eurazeo, of convertible bonds3 into Kenerzeo shares
for a total amount of €20 million;
- the terms of participation of funds managed by Eurazeo in a
Kenerzeo capital increase, for a total amount of €3.5 million,
enabling them to hold 8.6% of Kenerzeo's share capital;
- Kenercy's commitments to transfer, in accordance with
the terms of the contribution agreement signed today, 100% of the
Groupe Berkem shares it holds to Kenerzeo; and
- commitments by certain members of Groupe Berkem's management
team to transfer their Groupe Berkem shares, representing 0.7% of
the share capital, to the simplified tender offer that Kenerzeo
plans to initiate.
The convertible bond issue (€20 million) and the Kenerzeo
capital increase (€3.5 million) are intended to finance:
- up to €5 million for the development of the
Group's activities; and
- up to €18.5 million for the acquisition
project by Kenerzeo of all Groupe Berkem shares it will not hold
following the contribution described above, via the completion of a
simplified tender offer (as well as the costs relating to the
simplified tender offer).
The conversion assumptions for these convertible bonds were
established on the basis of a valuation of Groupe Berkem based on a
price of €3.10 per share.
A shareholders' agreement was signed today between Kenercy and
Eurazeo. It will come into force on the issue date of the first
convertible bond tranches, scheduled for July 31, 2024.
Simplified mandatory tender offer project
After the completion of the contribution planned by Kenercy and
the commitments concluded with Danske Bank Asset Management,
Kenerzeo, controlled by Kenercy, will file during the 4th quarter
of 2024 on a mandatory basis a simplified tender offer project for
the remaining outstanding shares of Groupe Berkem, at a price of
€3.10 per share. Kenerzeo intends to implement a mandatory
squeeze-out at the end of the tender offer if the Company's
minority shareholders who have not tendered their shares to the
offer represent less than 10% of Groupe Berkem's share capital and
voting rights. The Group will continue to be managed by the current
management team.
The price of €3.10 per share generates premiums of:
- +64.5% compared with the closing price of €1.88 on July 17,
2024;
- +66.0% compared with the volume-weighted average share price
over the last 20 trading days
- +57.9% compared with the volume-weighted average share price
over the last 60 trading days; and
- +53.6% compared with the volume-weighted average share price
over the last 120 trading days.
A transaction supported by the Group's Board of
Directors
At its meeting on July 17, 2024, the Group's Board of Directors
supported the proposed transaction and decided to enable Kenerzeo
to file a tender offer during the 4th quarter of 2024. It decided
to initiate an information-consultation procedure with the Group's
employee representative bodies. In accordance with article 261-1 of
the general regulations of the Autorité des Marchés Financiers, the
Board of Directors set up an ad hoc committee made up of Mr.
Michael WOOD, Mr. Thierry LAMBERT and Mrs. Karen LE CANNU,
independent directors, which will be in charge of the process of
examining the tender offer and the steps required to deliver a
reasoned opinion when the time comes.
Olivier Fahy did not take part in the discussions or vote at
this Board meeting.
No change in the governance of Groupe Berkem is planned until
completion of the tender offer project. In the event that Groupe
Berkem remains a listed company following the proposed tender
offer, Eurazeo's appointment as a director of Groupe Berkem will be
put to a vote at the General Meeting.
An independent expert whose mission is to prepare a report on
the financial terms of the tender offer in accordance with the
provisions of article 261-1 of the AMF's general regulations will
be appointed shortly. The Group will keep the market informed of
the terms and conditions of the independent expert's appointment,
as well as the terms and conditions of his mission.
The Group's Board of Directors will be asked to give its
reasoned opinion on the merits of the tender offer and its
consequences for the Group, its shareholders and its employees.
This reasoned opinion will be prepared based on the report drawn up
by the independent expert and the opinion of the employee
representative bodies and will be reproduced in the draft response
memorandum prepared by the Group.
Completion of the tender offer is subject to the AMF's
declaration of conformity and could take place during the fourth
quarter of 2024. Groupe Berkem and Eurazeo will keep the market
informed of any significant developments in the planned
transaction.
Kenerzeo is advised by TP ICAP as financial advisor, Banque
Delubac & Cie as presenting bank and Fieldfisher as legal
advisor. NewCap is Groupe Berkem’s communications advisor.
Outlook
In the year ended December 31, 2023, Groupe Berkem recorded
consolidated revenue of €51.9 million, stable compared with the
previous year, and an EBITDA4 of €5.9 million, representing an
EBITDA margin of 11.4%.
Within the framework of the transaction announced today, Groupe
Berkem has reconsidered its business plan and financial
projections. This revision takes into account the persistent
difficulties affecting the Construction & Materials business
area since the Ukrainian crisis, as well as delays in obtaining
marketing authorizations for its bio-based products, both in France
and internationally. Lastly, in view of the numerous investments to
be made at its new production site in Valencia, Spain, and the
ever-changing economic and geopolitical context, Groupe Berkem has
no immediate plans to make any new acquisitions in the short to
medium term.
In view of the above, Groupe Berkem now expects to achieve
revenue of at least €70 million by 2025, and an EBITDA margin of at
least 16% by 2027.
As a reminder, the Group planned to achieve an EBITDA margin of
around 25% by 2027, and revenue of at least €85 million by 2025.
These targets are now obsolete.
Next financial publication
- 2024 First-Half Revenue: July 25, 2024 (after market
close)
ABOUT GROUPE BERKEM
Founded in 1993 by Olivier Fahy, Chairman and Chief Executive
Officer, Groupe Berkem is a leading force in the bio-based
chemicals market. Its mission is to advance the environmental
transition of companies producing the chemicals used in everyday
life (Construction & Materials, Health, Beauty & Nutrition,
Hygiene & Protection, and Industry). By harnessing its
expertise in both plant extraction and innovative formulations,
Groupe Berkem has developed bio-based boosters—unique high-quality
bio-based solutions augmenting the performance of synthetic
molecules. Groupe Berkem achieved revenue of €51.9 million in 2023.
The Group has almost 200 employees working at its head office
(Blanquefort, Gironde) and 5 production facilities in Gardonne
(Dordogne), La Teste-de-Buch (Gironde), Chartres (Eure-et-Loir),
Tonneins (Lot-et-Garonne) and Valence (Spain).
Groupe Berkem has been listed on Euronext Growth Paris since
December 2021 (ISIN code: FR00140069V2 - ALKEM).
www.groupeberkem.com
DISCLAIMER
This press release must not be published, broadcast or
distributed, directly or indirectly, in any country in which the
distribution of this information is subject to legal restrictions.
Consequently, persons in the countries where this press release is
released, published or distributed are required to inform
themselves about and to observe any such restrictions.
This press release contains forward-looking statements that are
based on reasonable assessments or assumptions as of the date of
the press release, which may change or be modified as a result, in
particular, of hazards or uncertainties and risks associated with
the economic, financial, regulatory and competitive environment,
the risks set out in the 2023 Annual Financial Report and any
unknown or immaterial risks that may arise in the future. The
Company undertakes to publish or communicate any corrections or
updates to these items as part of the periodic and ongoing
information obligation to which all listed companies are
subject.
_______________________________________ 1 Limited liability
company (RCS 804 788 503) with Olivier FAHY as manager. 2
Simplified joint-stock company (RCS 928 791 813) with Kenercy as
Chairman. 3 Convertible bonds are not intended for conversion and
would only be converted in the event of default. 4 Earnings Before
Interest, Taxes, Depreciation and Amortization (EBITDA),
corresponds to the operating cash flow generated by the Group,
taking into account other operating income and other operating
expenses, but excluding depreciation and amortization and the
Group's financing policy.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240717686823/en/
Groupe Berkem Olivier Fahy,
Chairman and CEO Anthony Labrugnas, Chief Financial Officer
Phone: +33 (0)5 64 31 06 60 investisseurs@berkem.com
NewCap Investor Relations
Mathilde Bohin / Nicolas Fossiez
Phone: +33 (0)1 44 71 94 94 berkem@newcap.eu
NewCap Media Relations
Nicolas Merigeau / Antoine Pacquier
Phone: +33 (0)1 44 71 94 94 berkem@newcap.eu
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