Elior Group: Acquisition of Derichebourg Multiservices: Signing of the Investment Agreement and the Contribution Agreement
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Important milestone reached in creating a new contract catering and multiservices leader. Shareholders’ Meeting scheduled to approve the transaction on
April 18, 2023 . -
Independent directors to play a stronger role in
Elior Group's governance, ensuring a balanced Board of Directors once the transaction is completed. -
BDL Capital Management ,Permian Investment Partners , FSP, and EMESA—representing in total approximately24.4% ofElior Group ownership—will vote in favor of the contribution.
“With the signing of the Derichebourg Multiservices acquisition agreement, we have taken a decisive step in our project to create a new leader in contract catering and multiservices. This project lays out a new ambition for the
I personally ensured that this project will be supported by a new governance structure that meets the highest standards in terms of balance and independence over the long term. This new structure will enable all stakeholders to benefit from Elior’s development and success.
I would like to thank
This signing, which was unanimously approved by the Boards of Directors of
The transaction remains subject to the satisfaction of customary conditions precedent, in particular the European Commission’s approval under its merger control procedures and the AMF waiver from filing a public offer based on Article 234-9 3° of the AMF General Regulation and free and clear of any claims. The transaction will have to be approved by
New Governance for the
In conjunction with the transaction, a new governance structure is being put into place, in line with the highest standards for balance and independence over the long term:
- The board will be made up of 12 members: 5 Derichebourg appointees, 5 independents, and 2 employee representatives.
- A supermajority of 8 out of 12 directors, with a majority of independent directors’ votes, will be required for the most important decisions.
- Only independent directors will be allowed to participate in the independent director selection process.
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Derichebourg's voting rights on any resolution concerning independent directors at the Annual General Meeting will be limited to
30% . - Derichebourg pledges to maintain its stake at the level reached on transaction completion.
The details:
On the transaction completion date,
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The Board of Directors will have 12 members: 5
Derichebourg SA appointees, including Mr.Daniel Derichebourg as Chairman and Chief Executive Officer (4-year term), 5 independent members, and 2 directors representing the employees. The future composition of the Board (including the new appointments) will be detailed in the notice of the Combined General Meeting to be convened onApril 18 . -
Mr.
Daniel Derichebourg undertakes to resign from all of his operational positions atDerichebourg SA , to fully focus on the development of theElior Group . -
Extended rights for the Lead Independent Director: the rights the internal bylaws previously granted to the Vice President of
Elior Group will be combined with those of the Lead Independent Director. The Lead Independent Director will be expressly responsible for organizing meetings at least twice a year with the independent directors only and at least twice a year with the Group's key executives. Mr.Gilles Auffret will remain as Lead Independent Director until the General Meeting of Shareholders held to approve the financial statements for the year endingSeptember 30, 2023 . - The most strategic decisions (in particular significant acquisitions or disposals, capital increases, listing of subsidiaries on the stock exchange) must be approved by a supermajority of 8 out of 12 directors, including at least 3 out of 5 independent directors.
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Decisions relating to the annual budget, the strategic plan, and key executives of the
Elior Group will have to be approved by a qualified majority requiring a simple majority that must include at least one Derichebourg director. - Derichebourg pledges to maintain its stake at the level reached on transaction completion (lockup).
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An ad hoc committee composed solely of independent directors will be created to oversee Derichebourg's commitments pursuant to the transaction (liability guarantees, agreements between
Elior and Derichebourg, governance agreement).
During this five-year period, Derichebourg commits to (i) vote in favor of the resolutions approved by the Board of Directors at the General Meeting and (ii) vote in favor of the appointment of independent directors from among the candidates selected by the
Derichebourg has also committed to a five-year standstill on its stake.
For a period of eight years, this governance agreement provides for the following:
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The Nominating and Compensation Committee will be exclusively responsible for the independent director selection process (with the support of a specialized recruitment firm). The members nominated by Derichebourg will not be allowed to participate in the selection process. -
A statutory ceiling will cap Derichebourg's voting rights at
30% for resolutions relating to (i) the appointment, renewal, and removal of independent members of the Board of Directors and (ii) the amendment of this statutory provision.
The Contribution Agreement as well as the other documents relating to it and the information mentioned in article R. 225-73-1 of the French Commercial Code will be made available to shareholders in due course on the Company's website (www.eliorgroup.com) in the "Investors" section.
Advisors
Rothschild & Co delivered a fairness opinion to the Board of Directors, which met on
Financial Calendar :
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Tuesday April 18, 2023 : Combined shareholders’ meeting -
Wednesday May 17, 2023 : First-half 2022-2023 results – pre-opening press release and conference call -
Thursday July 27, 2023 : Revenue for the first nine months of fiscal 2022-2023 – pre-opening press release -
Wednesday November 22, 2023 : Annual results for fiscal 2022-2023 – pre-opening press release and conference call
About
Founded in 1991,
For further information please visit our website http://www.eliorgroup.com or follow us on Twitter at: @Elior_Group
DISCLAIMER
This press release is for informational purposes only and is not intended to and does not constitute an offer or invitation to exchange or sell, or solicitation of an offer to subscribe for or buy, or an invitation to exchange, purchase or subscribe for, any securities, any part of the business or assets described herein, or any other interests or the solicitation of any vote or approval in any jurisdiction in connection with the proposed transaction or otherwise. This press release should not be construed as a recommendation to any reader of this press release.
The press release is neither a prospectus, product disclosure statement, or other offering document for the purposes of Regulation (EU) 2017/1129 of the
This press release includes certain projections and forward-looking statements with respect to the anticipated future performance of
Such information is sometimes identified by the use of the future tense, the conditional mode and forward-looking terms such as “estimates”, “targets”, “forecasts”, “intends”, “should”, “has the ambition to”, “considers”, “believes”, “could”, and other similar expressions. This information is based on data, assumptions, or estimates that
Each forward-looking statement speaks only at the date of this press release.
No statement in this press release is intended as a profit forecast or estimate for any period. Persons receiving this press release should not place undue reliance on forward-looking statements. This document includes supplemental financial measures that are not clearly defined under IFRS and that are or may be non-GAAP financial measures. These supplemental financial measures should not be viewed in isolation or as alternatives to measures of Elior Group’s net assets and financial position or results of operations as presented in accordance with IFRS in its consolidated financial statements. Other companies that report or describe similarly titled supplemental financial measures may calculate them differently.
Additional information
In connection with the proposed transaction,
View source version on businesswire.com: https://www.businesswire.com/news/home/20230305005084/en/
Press contact
Jennyfer Dellupo – jennyfer.dellupo@eliorgroup.com / +33 (0)6 79 51 75 65
Investor Relations
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