Swiss company Agta record has announced that the family-owned company’s shareholders 3B  Finance GmbH, Crédit Mutuel Equity and Banque Fédérative du Crédit Mutuel (Crédit Mutuel Alliance Fédérale) have decided to accept the offer from Assa Abloy, which already holds a stake of around 39% in Agta record, to acquire all of the share capital of 3B Finance GmbH and Agta Finance, the Agta record group’s holding company.

The Agta record group has announced that the shareholders of 3B Finance GmbH (the Bunzl sisters), Crédit Mutuel Equity and BFCM (Crédit Mutuel Alliance Fédérale), in their capacity as shareholders of Agta Finance, have signed a sale agreement with Assa Abloy valuing Agta Finance’s 53.75% majority stake in Agta record at €70 per share. This values 100% of the Agta record group’s share capital at €933m. Assa Abloy would therefore own 93.77% of Agta record’s share capital after the acquisition, which is still subject to authorisation from the EU competition authorities.

If the acquisition goes ahead, it would be followed in the 10 trading days after the completion date, in accordance with Agta Finance’s shareholders’ agreement, by the Assa Abloy group submitting a public offer for the remaining 7% of Agta record’s share capital at a price of €70 per share, subject to the application of the provisions of the AMF’s General Regulations and in particular the opinion of an expert appraiser to be appointed within the framework of the offer.

If the conditions are met, after the planned public offer from Assa Abloy plans to implement – in accordance with Swiss law (Swiss Merger Act) – a procedure the effects of which would be equivalent to a mandatory squeeze out by means of a merger subject to Swiss law targeting all remaining agta record shares not yet acquired.

The family shareholders and Crédit Mutuel Equity – who have accompanied and supported the group, its strategy and its investment decisions with a resolutely people-focused vision for more than 12 years – thought that it was in the interests of the Agta record group and its employees to have the backing of a powerful group like Assa Abloy in order to ensure lasting and robust growth by means of targeted investments.

The deal is also supported by the Board of Directors, with the shared aim of actively continuing to expand the Group for the maximum benefit of its clients.

A shareholder of Agta record since 2011, Assa Abloy is planning to continue to develop Agta record, a strong-performing company that has consolidated its own activities thanks to its product offering, high level of recurrence and geographical presence, supported by a well-known brand name, strong corporate culture and high-quality management teams.

The shareholders’ advisors for the transaction are Credit Suisse, CMS (France and Switzerland) and Duteil Avocats.

Next press release: 2018 results on 21st March 2019 after market close

Sellers’ advisors

Corporate

  • Duteil Legal advisors (Lyon – Paris)
    François Duteil
    Edouard Eliard
    Cristian Rawlins
  • CMS von Erlach Poncet AG (Zurich)
    Alain Raemy
    Stefan Brunnschweiler
  • CMS Francis Lefebvre Avocats (Paris)
    Jean-Robert Bousquet
    Thibault Jabouley
    Anne-Flore Millet

Merger control

  • FieldFisher (Paris – Bruxelles)
    Anne-Laure-Hélène des Ylouses
    Tom Pick
    Clément Hubert

Intermediary

  • Credit Suisse (Zurich – New-York)
    Marco Superina
    Orlando Knauss
    Jens Haas
    Brice Bolinger

Structuring

  • Valéry Brisson

Family shareholders’ advisors

  • Esther Naegeli

Buyers’ advisors

Intermediary

  • BNP
    Jacob Spens

Merger control

  • Mannheimer Swartling (Europe)
  • Linklater (US)

Corporate

  • Franklin (Paris)
  • NKF (Zurich)
Management/Investor

Management

  • Hubert Jouffroy (Chairman)
  • Peter Altofer (Chairman of the Steering Committee)
  • Stefan Riva (CEO)
  • Raymund Scheffrahn (CFO)

Crédit Mutuel Equity

  • Bertrand Ghez
  • Clara Zimbris

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