Groupe BPCE announces a simplification of its structure and a public tender offer («offre publique d’achat simplifiée») on Natixis’ shares, followed by a potential mandatory squeeze-out
As part of the preparation of its strategic plan, Groupe BPCE wishes to grant itself enhanced strategic flexibility and a simplified corporate structure. The strategic plan to be presented in June will accelerate the development of Groupe BPCE’s three core activities: Retail Banking & Insurance, Asset & Wealth Management, and Corporate & Investment Banking.
To that end, BPCE S.A., Natixis S.A.’s majority shareholder, today announces its intent to acquire the c. 29.3% of Natixis S.A.’s capital it does not already own , and to file a public tender offer (« offre publique d’achat simplifiée ») with France’s Autorité des Marchés Financiers (AMF).
The tender offer, for a cash consideration of 4.00 euros per Natixis share (cum dividend ), will be subject to the AMF’s approval.
Provided the required conditions are met, the tender offer will be followed by a mandatory squeeze-out.
BPCE’s Supervisory Board approved the proposed transaction and authorised the filing of the Offer with the AMF.
A TRANSACTION SIMPLIFYING AND REINFORCING ONE OF EUROPE’S LEADING BANKING GROUPS
Over the last ten years, Groupe BPCE has become one of Europe’s leading banking groups. Its cooperative universal bank model is decentralised and organised around three activities (Retail Banking & Insurance, Asset & Wealth Management, and Corporate & Investment Banking), covering all customer segments (retail customers, professionals, corporates, and institutional clients).
At a time of significant changes in the competitive landscape of financial institutions across Europe, and in light of a new, post-health crisis economic cycle, the Group wishes to enhance the development of its businesses, by providing them with the means to increase their strategic flexibility, accelerate their development for the benefit of their customers and their performance, by simplifying its organisation.
To reach this goal and as part of its upcoming strategic plan, Groupe BPCE wishes to study, together with its corporate bodies, an evolution of its organisation with:
This study will be carried out regardless of the tender offer’s outcome.
Any project stemming from today’s announcement will be submitted, if need be, to the consultation of relevant works councils.
Moreover, Groupe BPCE observes that Natixis’ listing does not provide the means required for the development of its activities, whereas the strategic flexibility is greater within Groupe BPCE than the public equity markets. Natixis clearly benefits from Groupe BPCE’s financial backing, and the Caisses d’Epargne and Banques Populaires are the first economic partners of Natixis’ businesses. As a consequence, in the perspective of the considered reorganisation, BPCE S.A., Natixis’ majority shareholder, announces its intention to launch a tender offer on the c. 29.3% of Natixis’ share capital it does not own.
Groupe BPCE, whose regulatory capital levels are among the highest across European banks, is in position to successfully execute this transaction at an attractive price for Natixis’ shareholders, with a 40% premium relative to Natixis’ volume weighted average price over the last 60 trading days as of 5 February 2021 and a 16% premium relative to Natixis’ closing share price as of 5 February 2021.
Following the completion of the transaction, Groupe BPCE would be the largest privately-held banking institution in Europe.
«Over the past 10 years, we have built one of the strongest European banking groups, with strong regulatory capital ratios, attractive brands, and a widely recognised expertise, including those developed by Natixis’ teams. As we are preparing our upcoming strategic plan, the simplification project of our organisation underpins our new ambitions to continue financing the economy, serve our customers, and our employees. The offer to be filed by the Group represents an attractively priced liquidity opportunity for Natixis’ shareholders, at a time when regulatory and structural factors, which have already impacted the sector’s profitability levels, will likely bear a lasting effect on banks. At the completion of this project, which represents a key milestone in Groupe BPCE’s history, the Group will have a simpler and clearer organisation to accelerate the development of all its activities and increase their strategic flexibility. This project will allow us to reinforce our model as an ambitious leading universal cooperative bank, Europe’s largest privately-held banking group, able to address key future challenges.»
Laurent Mignon, Chairman of the Groupe BPCE Management Board and CEO
KEY TERMS OF THE OFFER OF GROUPE BPCE ON NATIXIS
BPCE’s tender offer (the « Offer ») aims to acquire all outstanding Natixis shares not already owned by BPCE S.A., representing approximately 29.3% of Natixis’ share capital, at the offer price of 4.00 euros per share (cum dividend ).
The Offer represents a total cash consideration of €3.7bn. Should BPCE successfully obtain 100% of Natixis’ share capital through the Offer, following completion of the transaction, Groupe BPCE’s end-2021 CET1 ratio will be in line with its strategic target of 15.5%.
The contemplated offer price of 4.00 euros per Natixis share (cum dividend) represents a premium of:
Moreover, BPCE S.A. believes the Offer represents a full valuation of Natixis and a liquidity opportunity for Natixis’ shareholders.
BPCE intends to proceed with a mandatory squeeze-out and to delist all remaining Natixis shares at the end of the Offer period, should the Offer result in Natixis’ minority shareholders holding no more than 10% of the company’s share capital and voting rights. As part of the mandatory squeeze-out, BPCE S.A. would then acquire all remaining outstanding Natixis shares which it does not already own, against the payment of a cash consideration of €4.00 per Natixis share (cum dividend), equal to the Offer price.
Natixis’ Board of Directors which met today favourably welcomed the transaction and will release an informed opinion on the terms of the Offer in due course, in light of the work of an independent expert appointed to opine on the financial terms of the Offer and, as the case may be, the mandatory squeeze-out.
JPMorgan Chase Bank, N.A., Paris branch, acts as presenting bank of the Offer, which will be filed with the AMF shortly.
Once filed, this tender offer and the draft offer document will be subject to the AMF’s review, which will assess their conformity with the relevant legal and regulatory provisions.
The timeline of the Offer, which will be decided by the AMF, will be published at a later stage.
The draft offer document will be publicly available on BPCE’s website (www.groupebpce.com) and the AMF’s website (www.amf-france.org).
J.P. Morgan, d’Angelin & Co. and Fenchurch Advisory Partners are acting as financial advisers to Groupe BPCE.
Darrois Villey Maillot Brochier AARPI are acting as legal advisers to Groupe BPCE.
DGM Conseil (Olivier Labesse / +33 1 40 70 11 89/ +33 6 16 26 33 58)
^  Based on total shares outstanding as of December 31st 2020
^  Dividend proposed by Natixis for year 2020: 0.06 euro per share
^  The share price as of 8 February 2021 has not been taken into account due to significant movements on the stock
^  Last close prior to the publication of a forum post and several equity research notes mentioning a potential “corporate event” on Natixis
^  Volume Weighted Average Price as of 5 February 2021
^  Based on the average of 22 research analysts’ target prices (sources: Bloomberg, research reports)