ALSTOM SA: Key milestone on Alstom’s acquisition project of
Bombardier Transportation: signed sale and purchase agreement1
under revised price terms
Key milestone on Alstom’s acquisition project of
Bombardier Transportation: signed sale and purchase
agreement1 under revised price terms
- Net proceeds expected now up to €5.3 bn against a range of €5.8
- €6.2 bn previously agreed
- Closing now expected in Q1 2021
16 September 2020 – Alstom
announced today that it signed the sale and purchase agreement1
with Bombardier Inc and Caisse de dépot et placement du Québec
(CDPQ) for the acquisition of Bombardier Transportation.
“The acquisition of Bombardier Transportation
represents a transformational change for Alstom. It will enable the
Group to accelerate on its strategic roadmap and strengthen its
leadership in the context of a dynamic market, at a time where
sustainable transportation is at the heart of the global
agenda.Bombardier Transportation will bring to Alstom complementary
geographical presence to broaden Alstom’s commercial reach in key
growing markets, strong product complementarities in rolling stock,
strategic scale in services and signalling, industrial capacity in
key countries, a leading portfolio offering and additional R&D
capabilities to invest in green and smart innovation. Alstom will
also welcome new talent and expertise, with the arrival of
Bombardier Transportation employees.”, said Henri Poupart-Lafarge
Chairman and CEO of Alstom.
Terms of the agreement have been adapted to the
current situation. A €300m reduction in the price range has been
agreed with Bombardier Inc and CDPQ. Excluding any further downward
adjustments linked to the net cash protection mechanism2, the price
range for the acquisition of 100% of Bombardier Transportation
shares will be therefore €5.5bn to €5.9bn3.
Alstom considers that the proceeds are likely to
amount up to €5.3 bn, based on estimated potential post-closing
adjustment and obligations linked to the net cash protection
mechanism2, compared to the €5.8bn – €6.2bn range communicated on
February 17th, 2020.4
The financing structure remains the same as
communicated previously, in particular the size and terms of the
rights issue and the reserved capital increases of CDPQ and
Bombardier Inc. As announced last February, pursuant to the new
terms of the acquisition, CDPQ will become the largest shareholder
of Alstom with approximately 18% of the share capital and voting
rights.
Alstom is convinced of the strong strategic
rationale for the acquisition and is confident in its ability to
recover Bombardier Transportation’s commercial, operational and
profitability potential. Alstom confirms its objectives to deliver
€400m run rate cost synergies in year 4 to 5 and to restore
Bombardier Transportation margin towards standard level in the
medium term. The transaction is expected to be double digit EPS
accretive in year 2 post closing5 and to preserve Alstom’s strong
credit profile with a Baa2 rating.
Alstom’s Board of Directors approved these new
terms and is confident in Alstom’s capacity to deliver strong value
creation for all stakeholders through this acquisition.
Following positive progress on antitrust
regulation process, the closing of the transaction is now expected
for Q1 2021 subject to regulatory approvals and customary closing
conditions, with an extraordinary shareholders’ meeting to be held
on October 29th 2020.
IMPORTANT NOTICE
This press release does not constitute or form
part of a prospectus or any offer or invitation for the sale or
issue of, or any offer or inducement to purchase or subscribe for,
or any solicitation of any offer to purchase or subscribe for any
shares or other securities in the Company in France, the United
Kingdom, the United States or any other jurisdiction. Any offer of
the Company’s securities may only be made in France pursuant to a
prospectus having received the visa from the AMF or, outside
France, pursuant to an offering document prepared for such
purpose.
This announcement includes forward-looking
statements, including but not limited to statements relating to
Alstom’s and Bombardier’s beliefs and expectations regarding the
acquisition of Bombardier Transportation by Alstom and expectations
regarding the proposed transaction, benefits that would be afforded
to customers, benefits that are expected to be obtained as a result
of the proposed transaction and the relevant parties’ ability to
enhance shareholder value through, among other things, the delivery
of cost savings and expected synergies. These statements are based
on certain assumptions and reflect Alstom’s and Bombardier’s
current expectations. These forward-looking statements may be
identified by words such as “expect,” “look forward to,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,”
“will,” “project” or words of similar meaning. Alstom or Bombardier
may also make forward-looking statements in other reports, in
presentations, in materials delivered to shareholders and in press
releases. In addition, Alstom’s or Bombardier’s representatives may
from time to time make oral forward-looking statements. Such
statements are based on the current expectations and assumptions of
Alstom’s and Bombardier’s respective management teams, and depend
on numerous factors that are beyond Alstom’s or Bombardier’s
control.
These forward-looking statements are subject to
a number of risks, uncertainties and factors, including but not
limited to: the failure of Alstom’s shareholders to approve the
proposed transaction; the effect of regulatory conditions, if any,
imposed by regulatory authorities; the reaction of Alstom’s and
Bombardier’s customers, employees and suppliers to the proposed
transaction; the ability to promptly and effectively integrate the
business of Bombardier Transportation within of Alstom; the
diversion of management time on transaction-related issues; and
those risks described in disclosures that have been made or may be
made with regulatory authorities such as the French Autorité des
marchés financiers (the “AMF”) and/or the Autorité des marchés
financiers (Québec). Should one or more of these risks or
uncertainties materialize, or should underlying expectations or
assumptions prove to be incorrect, the actual results, performance,
financial condition and prospects of Alstom or Bombardier may vary
materially from those expressed or implied in the relevant
forward-looking statements. Neither Alstom nor Bombardier intends,
nor assumes any obligation, to update or revise these
forward-looking statements in light of subsequent developments, new
information or circumstances that differ from those currently
anticipated. There can be no assurance that the proposed
transaction will be consummated or that the anticipated benefits
will be realised. The proposed transaction is subject to various
regulatory approvals and the fulfilment of certain conditions, and
there can be no assurance that any such approvals will be obtained
and/or such conditions will be met.
Due to rounding, numbers presented throughout
this and other documents may not add up precisely to the totals
provided and percentages may not precisely reflect the absolute
figures.
Additional information
In connection with the proposed transaction,
Alstom may file (i) with the AMF, a prospectus and other relevant
documents in connection with the proposed transaction and (ii) if
applicable, with the relevant regulatory authorities important
documents related to the proposed transaction. INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ ALL RELEVANT DOCUMENTS
FILED WITH THE AMF AND THE RELEVANT REGULATORY AUTHORITIES ,
INCLUDING THE PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE THEY
WILL CONTAIN 8 IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders may obtain free of
charge a copy of the prospectus as well as other documents filed
with the authorities (when they are available) at the AMF’s
website, www.amf-france.org, and the relevant regulatory
authorities’ websites. Those documents, when filed, may also be
obtained free of charge [from Alstom’s website at www.alstom.com or
by contacting Alstom’s Investor Relations team at
investor.relations@alstomgroup.com.
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About Alstom |
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Leading the way to greener and smarter mobility worldwide, Alstom
develops and markets integrated systems that provide the
sustainable foundations for the future of transportation. Alstom
offers a complete range of equipment and services, from high-speed
trains, metros, trams and e-buses to integrated systems, customised
services, infrastructure, signalling and digital mobility
solutions. Alstom recorded sales of €8.2 billion and booked orders
of €9.9 billion in the 2019/20 fiscal year. Headquartered in
France, Alstom is present in over 60 countries and employs 38,900
people. |
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Contacts |
Press: Samuel MILLER - Tel.: +33 (1) 57 06 67
74Samuel.miller@alstomgroup.com Coralie COLLET - Tel.: +33 (1) 57
06 18 81coralie.collet@alstomgroup.com Investor
relations:Julie MOREL - Tel.: +33 (6) 67 61 88
58Julie.morel@alstomgroup.comClaire LEPELLETIER – Tel.: +33
(6) 76 64 33 06claire.lepelletier@alstomgroup.com
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1 Agreement for the Sale and Purchase of the Entire Issued Share
Capital of Bombardier Transportation (Investment) UK Limited.2 As
communicated on February 17th ,2020, Bombardier Transportation net
cash position at closing will lower purchase price on a
Euro-per-Euro basis, should Bombardier Transportation have a
negative net cash position as of 31 December 20203 The cash
proceeds to Bombardier (excluding the equivalent €500mn linked to
the reserved capital increase of Bombardier) will be paid in US
dollars at agreed exchange rate EUR/USD of circa 1.1.17 This
payment is hedged in USD.4 Subject to the same closing account
mechanisms5 Post cost synergies and implementation costs, and
before PPA amortization.
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