Exor Press Release - Tender Offer Launch
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Amsterdam, 13 September 2023
EXOR ANNOUNCES THE LAUNCH OF A TENDER
OFFER TO REPURCHASE UP TO €750 MILLION IN ORDINARY
SHARES AS PART OF ITS
NEW €1 BILLION SHARE BUYBACK PROGRAM
Exor N.V. (“Exor” or the
“Company”) announces the launch of a tender offer
to purchase ordinary shares with a nominal value of EUR 0.01 each
in the share capital of Exor N.V. (each an “Ordinary
Share”, and together the “Ordinary
Shares”), executed via a reverse “Dutch auction”, for an
aggregate consideration up to (and including) €750 million to
Qualifying Shareholders (as defined below) (the
“Tender
Offer”).
The Tender Offer will be carried out as part of
the up to (and including) €1 billion share buyback program approved
by Exor’s Board of Directors today and is announced together with
its half-year 2023 results. The share buyback program is to be
completed in the next 12 months. Exor’s Board of Directors believes
that the current value of Exor provides an attractive opportunity
to invest in its own companies through buying back shares. The
Tender Offer allows to acquire shares in a short time frame and
undertake an effective and efficient share buyback program.
The Tender Offer will be conducted within the
framework of the authorization of the Board of Directors to
repurchase shares granted by the Exor annual general meeting of
shareholders held on 31 May 2023 (the “AGM
authorization”). Exor plans to start the cancellation
process of the purchased Ordinary Shares after the settlement of
the Tender Offer.
The Tender Offer will provide that the Company
repurchases for cash up to (and including) €750 million in Ordinary
Shares at a Strike Price (as defined below). Qualifying
Shareholders (as defined below) will be able to select the price at
which they wish to tender their Ordinary Shares in a price range
extending, in 1% increments, from a discount of 3% up to a premium
of 10% over the Reference VWAP (as defined below). The Tender Offer
will open on 14 September 2023 and will end on 12 October 2023.
Exor’s controlling shareholder Giovanni Agnelli
B.V. has provided an irrevocable undertaking to participate in the
Tender Offer by tendering a number of Ordinary Shares that is equal
to an aggregate amount of up to (and including) €250 million
divided by the Strike Price (as defined below), and to tender at
the Reference VWAP (as defined below), with the objective of
reducing its net debt position.
Following the Tender Offer, Exor is planning to
execute a share buyback program of Ordinary Shares on the Euronext
Amsterdam from time to time up to (and including) the remainder of
the announced €1 billion share buyback program, including any part
of the up to (and including) €750 million not taken up in the
Tender Offer.
An offer memorandum (the "Offer
Memorandum") containing the full terms and conditions of
the Tender Offer and instructions to Qualifying Shareholders (as
defined below) on how to tender their Ordinary Shares should they
wish to do so, has been made available on a dedicated part of the
Company’s website at
(https://www.exor.com/pages/investors-media/shareholders-corner/share-buyback).
This announcement should be read in conjunction
with the full text of the Offer Memorandum.
-
TENDERING ORDINARY SHARES INVOLVES RISKS. ANY DECISION TO
TENDER
-
ORDINARY SHARES BY HOLDERS OF ORDINARY SHARES SHOULD BE
MADE
-
SOLELY ON THE BASIS OF THE ENTIRE OFFER MEMORANDUM AND,
IN
-
PARTICULAR, PART 4 OF THE
OFFER MEMORANDUM BEGINNING ON PAGE
21
-
WHICH INCLUDES A DESCRIPTION OF THE MATERIAL RISKS THAT
SHOULD BE
-
CAREFULLY CONSIDERED BEFORE TENDERING ORDINARY
SHARES.
1 Key elements of the
Tender Offer
Exor offers to repurchase up to (and including)
€750 million in Ordinary Shares from Qualifying Shareholders (as
defined below) (representing approximately 4.1 percent of the
issued and outstanding Ordinary Shares in the share capital of Exor
N.V. based on the closing price of Exor Ordinary Shares on 13
September 2023).
The Tender Offer is made to those shareholders
to whom the Tender Offer can legally be made in accordance with the
terms, conditions and restrictions set out under part 6 below and
in part 3 of the Offer Memorandum ("Qualifying
Shareholders").
Under the Tender Offer, Qualifying Shareholders
will be able to select the price at which they wish to tender their
Ordinary Shares for purchase (such selected price, the
“Tender Price”) within a range of prices which are
based on and expressed by, a reference to the average market price
at which Ordinary Shares traded on Euronext Amsterdam (the
"Volume-Weighted Average Price" or
"VWAP") during the period from 09:00 CET on 14
September 2023 to 17:40 CET (inclusive) on 10 October 2023 (the
“Determination Period”, and the VWAP during such
period, the “Reference VWAP”).
Exor will announce the Reference VWAP by public
announcement and on a dedicated Tender Offer webpage (see below
under part 4) after markets close and on the last day of the
Determination Period, being 10 October 2023.
Qualifying Shareholders will be able to select
the price at which they wish to tender their Ordinary Shares at a
price in a price range expressed by a discount of 3% over the
Reference VWAP (the “Minimum Price”) up to a
premium of 10% over the Reference VWAP (the “Maximum
Price”) in 1% increments.
Pursuant to the Tender Offer, a single price per
Ordinary Share will be paid in respect of all Ordinary Shares
purchased by Exor (the "Strike Price"). The Strike
Price will be set after the closing of the Tender Offer
Period (as defined below), once all of the tenders have been
reviewed. The Strike price shall not exceed the Maximum Price or be
lower than the Minimum Price and is subject to the Price Cap and
Price Floor (both as defined below).
The Strike Price is subject to a price cap,
being the lower of (i) EUR 89.71, representing 110 percent of the
closing price of the Ordinary Shares on Euronext Amsterdam on the
last trading day prior to announcement of the Tender Offer, or (ii)
110% of the highest closing price recorded for the Ordinary Shares
on Euronext Amsterdam during the Determination Period, in
accordance with the restrictions in the AGM authorization1 (the
"Price Cap"). Also in accordance with the AGM
authorization, the Strike Price will in no event be less than the
nominal value of the Ordinary Shares (the "Price
Floor").
The Tender Offer will open at 9:00 CET on 14
September 2023 and will end at 17:40 CET on 12 October 2023 (the
“Tender Offer Period”). All validly tendered
Ordinary Shares will be acquired by Exor against the Strike Price,
on the terms and subject to the restrictions set out in the Offer
Memorandum, including the allocation and scaling down mechanisms
set out therein. Exor will announce the Strike Price, calculated in
the manner described above, and the results of the Tender Offer by
public announcement and on a dedicated Tender Offer webpage (see
below under part 4) after markets close and no later than 9:00 CET
on 13 October 2023. Settlement of the Tender Offer is expected on
17 October 2023.
Exor shall not amend the terms of the Tender
Offer at any time during the Tender Offer Period, including to
change (a) the number of Ordinary Shares being sought in the Tender
Offer or the maximum consideration payable in the Tender Offer, (b)
the Tender Offer timetable, (c) the conditions precedent of the
Tender Offer or (d) the mechanism for calculating the Strike Price.
Exor shall not terminate the Tender Offer unless the Tender Offer
conditions described in the Offer Memorandum have not been
fulfilled on the settlement date. During the Tender Offer Period,
Exor may come to possess material non-public information and may
decide to delay public disclosure thereof in accordance with
applicable legal requirements.
2 Reasons for the
Tender Offer
Exor’s Board of Directors believes that the
current value of Exor provides an attractive opportunity to invest
in its own companies through buying back shares.
The Tender Offer allows Exor to acquire shares
in a short time frame and undertake an effective and cost-efficient
share buyback.
3 Irrevocable
Undertaking Giovanni Agnelli B.V.
Giovanni Agnelli B.V., the Exor majority
shareholder (53.6% economic interest), has, pursuant to an
irrevocable undertaking, committed to validly tender, or procure
the valid tender of, a number of Ordinary Shares equal to an
aggregate value of up to (and including) EUR 250 million divided by
the Strike Price (representing, based on the closing price of
Ordinary Shares on Euronext Amsterdam on 13 September 2023 (EUR
81.56), approximately 1.4% of the total number of Ordinary Shares
issued and outstanding on the same date). Giovanni Agnelli B.V. has
committed to tender at the Tender Price equal to the Reference
VWAP. The Ordinary Shares validly tendered by Giovanni Agnelli B.V.
pursuant to the irrevocable undertaking will be accepted and
purchased by Exor on the terms and conditions, including the
applicable allocation and scaling down mechanisms, as set out in
the Offer Memorandum.
Giovanni Agnelli B.V. has undertaken to tender
Ordinary Shares as described above with the objective of reducing
its net debt position.
Following advice from Exor's Audit Committee,
the undertaking of Giovanni Agnelli B.V. in the Tender Offer,
including the related acceptance and purchase by Exor, was approved
by Exor's Board of Directors.
4 Further information
The Offer Memorandum, containing the full terms
and conditions of the Tender Offer and instructions to Qualifying
Shareholders on how to tender their Ordinary Shares should they
wish to do so, has been made available on a dedicated part of the
Company’s website (see below).
Public announcements in connection with the
Tender Offer will be made by press release and will be available on
the dedicated tender offer website of the Company at
https://www.exor.com/pages/investors-media/shareholders-corner/share-buyback
Qualifying Shareholders should consult their
financial, tax and legal advisors before deciding whether to tender
their Ordinary Shares or not.
For further information regarding Tender Offer
procedures, please contact your financial intermediary, custodian,
bank or stock broker.
5 Dealer Managers and
Tender Agent
Goldman Sachs Bank Europe SE (“Goldman
Sachs”) and ING Bank N.V. (“ING”) will
each act as a Dealer Manager, and together as the Dealer Managers
for the Tender Offer. ING will act as Tender Agent for the Tender
Offer.
6
Restrictions
This announcement does not constitute or form
part of an offer or invitation, or a solicitation of any offer or
invitation, to purchase any Ordinary Shares or other
securities.
Goldman Sachs, which is authorised and regulated
by the European Central Bank and the Federal Financial Supervisory
Authority (Die Bundesanstalt für Finanzdienstleistungsaufsicht) and
Deutsche Bundesbank in Germany, is acting exclusively as Dealer
Manager to Exor and to no-one else in connection with the Tender
Offer. Neither Goldman Sachs nor its affiliates, nor their
respective partners, directors, officers, employees or agents are
responsible to any other person than Exor for providing the
protections afforded to clients of Goldman Sachs or for providing
advice in connection with the Tender Offer.
ING is directly supervised by the European
Central Bank as part of the Single Supervisory Mechanism and
regulated by De Nederlandsche Bank and the Dutch Autoriteit
Financiële Markten, and is acting as Dealer Manager and Tender
Agent exclusively for Exor and for no-one else in connection with
the Tender Offer and will not be responsible to any person other
than the Company for providing the protections afforded to clients
of ING or for providing assistance in connection with the Tender
Offer.
Apart from the responsibilities and liabilities,
if any, which may be imposed on the Dealer Managers under their
respective legal or regulatory regime: (i) none of the Dealer
Managers or any persons associated or affiliated with either of
them accepts any responsibility whatsoever or makes any warranty or
representation, express or implied, in relation to the contents of
the Offer Memorandum, including its accuracy, completeness or
verification or for any other statement made or purported to be
made by, or on behalf of it, Exor or the members of the Board, in
connection with Exor and/or the Tender Offer; and (ii) each of the
Dealer Managers accordingly disclaims, to the fullest extent
permitted by law, all and any liability whatsoever, whether arising
in tort, contract or otherwise (save as referred to above) which
they might otherwise be found to have in respect of the Offer
Memorandum or any such statement.
Cautionary statement regarding
forward-looking statements
This announcement includes statements that are,
or may be deemed to be, forward-looking statements. These
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms anticipates,
believes, could, estimates, expects, intends, may, plans, projects,
should or will, or, in each case, their negative or other
variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and
circumstances.
Forward-looking statements may, and often do,
differ materially from actual results. Any forward-looking
statements in this announcement reflect Exor’s current view with
respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to Exor and its operations, results of operations, and
strategy. Other than in accordance with its legal or regulatory
obligations (including the Market Abuse Regulation and applicable
stock exchange rules), Exor is not under any obligation and Exor
expressly disclaims any intention or obligation (to the maximum
extent permitted by law) to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Overseas
Qualifying Shareholders
The availability of the Tender Offer to
shareholders who are not resident in the Netherlands or the US may
be affected by the laws of the relevant jurisdiction in which they
are located. Shareholders who are not resident in the Netherlands
or the US should inform themselves about, and observe, any
applicable legal or regulatory requirements.
The Tender Offer is not being made, directly or
indirectly, in or into, or by use of the mails of, or by any means
or instrumentality (including, without limitation, facsimile
transmission, telex, telephone and e-mail) of interstate or foreign
commerce of, or any facilities of a national securities exchange
of, any restricted jurisdiction and the Tender Offer cannot be
accepted by any such use, means, instrumentality or facility or
from within any restricted jurisdiction.
Accordingly, unless otherwise determined by the
Company and permitted by applicable law and regulation, any
document related to the Tender Offer is being, nor may it be,
directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed, or sent in, into or from any restricted jurisdiction,
and persons receiving such a document (including, without
limitation, trustees, nominees or custodians) must not mail or
otherwise forward, distribute or send it in, into or from such
restricted jurisdiction, as to do so may invalidate any purported
acceptance of the Tender Offer. Any person (including, without
limitation, trustees, nominees or custodians) who would or
otherwise intends to, or who may have a contractual or legal
obligation to, forward the document to any jurisdiction outside the
Netherlands and the US, should seek appropriate advice before
taking any action.
Retail Shareholders in the European
Economic Area outside the Netherlands
Retail Shareholders in the European Economic
Area outside the Netherlands cannot take part in the Tender
Offer.
US Shareholders
The Tender Offer is not subject to the
disclosure and other procedural requirements of Regulation 14D
under the US Exchange Act. The Tender Offer will be made in the US
in accordance with the requirements of Regulation 14E under the US
Exchange Act to the extent applicable. Goldman Sachs and ING will
act as dealer managers with respect to the Tender Offer in the
United States to the extent required. US holders of Ordinary Shares
should note that the Ordinary Shares are not listed on a US
securities exchange and the Company is not subject to the periodic
reporting requirements of the US Exchange Act and is not required
to, and does not, file any reports with the US Securities and
Exchange Commission thereunder.
It may be difficult for US holders of Ordinary
Shares to enforce certain rights and claims arising in connection
with the Tender Offer under US federal securities laws since the
Company is located outside the US and most of its officers and
directors may reside outside the US. It may not be possible to sue
a non-US company or its officers or directors in a non-US court for
violations of US securities laws. It also may not be possible to
compel a non-US company or its affiliates to subject themselves to
a US court’s judgment.
The receipt of cash pursuant to the Tender Offer
by a shareholder who is a US person may be a taxable transaction
for US federal income tax purposes. Each shareholder who is a US
person should consult and seek individual advice from an
appropriate professional adviser.
While the Tender Offer is being made available
to shareholders in the US, the right to tender Ordinary Shares is
not being made available in any jurisdiction in the US in which the
making of the Tender Offer or the right to tender such Ordinary
Shares would not be in compliance with the laws of such
jurisdiction.
This announcement has not been approved,
disapproved or otherwise recommended by the US Securities and
Exchange Commission or any US state securities commission and such
authorities have not confirmed the accuracy or determined the
adequacy of this announcement. Any representation to the contrary
is a criminal offence in the US.
7 Regulated
Information
This press release contains information that
qualifies as inside information within the meaning of Article 7(1)
of the European Market Abuse Regulation (596/2014).
8 About
Exor
Exor N.V. (AEX: EXO) is a diversified holding
company that is based in the Netherlands and listed on the AEX. For
over a century, Exor has built great companies and made successful
investments worldwide, applying a culture that combines
entrepreneurial spirit and financial discipline. With a Net Asset
Value of around EUR 34 billion, its portfolio is principally made
up of companies in which Exor is the largest shareholder including
Ferrari, Stellantis, CNH Industrial and Philips.
9 Further
information
For further information regarding Tender Offer
procedures, please contact your financial intermediary, custodian,
bank or stock broker.
For any questions related to this announcement,
please contact Exor’s Investor Relations at ir@exor.com or +31
(0)20 240 2 222.
1 At the 2023 Annual General Meeting of
Shareholders, Exor’s Board of Directors has been authorized to
repurchase its own fully paid-up ordinary shares and further within
the limits of Dutch law, applicable regulations and the company’s
articles of association through a purchase on the stock exchange or
otherwise, up to a maximum number of shares equal to 10% of
the Company’s issued common shares as per the date of the 2023
General Meeting of Shareholders (31 May 2023) at a purchase price
per share no lower than the nominal value of the shares and no
higher than an amount equal to 110% of the closing price recorded
for the ordinary shares on Euronext Amsterdam on the day before the
day that the repurchase is made or, in case of a public offering,
an amount equal to 110% of the highest closing price recorded for
the ordinary shares on Euronext Amsterdam on the trading days of
the period between (a) the day of the announcement to the public
and (b) the day before the day that the repurchase is made. The
authority given to Exor’s Board of Directors pursuant to the 2023
Annual General Meeting is valid for a period of 18 months starting
from the date of the General Meeting of Shareholders (31 May
2023).
- Exor Press Release - Tender Offer Launch
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