INVESTORS PRESENTATION
Derichebourg Multiservices Contribution to Elior Group
DECEMBER 20TH, 2022
DISCLAIMER
- The material contained in this document presents Derichebourg's current transaction with Elior as of December 20th, 2022. It is provided in summary form and does not purport to be complete. It should be read in conjunction with the Group's periodic reporting, registration document, and other announcements lodged with the Autorité des Marchés Financiers. Additional information about factors which may impact Group's results are contained in the registration document, which is available on www.derichebourg.com and which can also be requested from the company.
- To the extent that this document may contain forward-looking statements, such statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond our control and which may cause actual results to differ materially from those expressed in the statements contained in this release.
- This document is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation, or needs of any particular investor.
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1. Transaction overview
1 TRANSACTION OVERVIEW
Derichebourg to crystalize the Multiservices division value and reinforce its shareholding position in Elior
Pre transaction | |
Derichebourg Group | Other shareholders |
~24% | ~76% |
100% | |
Shares | |
Derichebourg Multiservices | Elior Group |
(DMS) | |
Asset contribution
Post transaction
Derichebourg Group | Other shareholders |
48.4% | 51.6% |
Elior Group |
Consolidation of Elior through the equity method
Key transaction terms
- Contribution by Derichebourg Group of its Multiservices business (DMS) in exchange for Elior's new shares
- Valuation of Derichebourg Multiservices: €450m (Enterprise value post IFRS-16)
- Elior's share price: €5.65
- Derichebourg Group's stake in Elior after the transaction: 48.4%
- No intention from Derichebourg to launch a public takeover bid on Elior
- Governance:
- Daniel Derichebourg to become Chairman & CEO of Elior Group at closing and be replaced from his position as Derichebourg CEO by Abderrahmane El Aoufir
- Elior Board of Directors to be composed of 5 independent members, 5 members appointed by Derichebourg Group, and 2 members representing the employees
- Reinforced or qualified majority on the more strategic decisions
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1 TRANSACTION OVERVIEW
Next steps
1 | Signing of the Memorandum of Understanding | |
2 | Works Council information-consultation | 1st quarter 2023 |
+ | 3 | Signing of the Combination Agreement | 1st quarter 2023 |
4 | Elior's Extraordinary General Meeting (EGM) | April-May 2023 |
5 Closing | April-May 2023 |
Conditions precedent:
- Antitrust approval
- French market authority (AMF) waiver on the mandatory tender offer
- EGM approval (2/3 of the votes; Derichebourg not participating in the vote)
- Others
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Derichebourg SA published this content on 20 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 December 2022 15:48:08 UTC.