Press release
PRESS RELEASE DATED APRIL 15, 2021
RELATING TO THE AVAILABILITY OF THE RESPONSE DOCUMENT PREPARED BY
NATIXIS
IN RESPONSE TO
THE SIMPLIFIED TENDER OFFER FOR THE
SHARES OF NATIXIS INITIATIED BY BPCE
This press release (the “Press Release”) was
prepared and made available to the public on April 15, 2021
pursuant to Article 231-27, 3° of the AMF’s General Regulation (the
“AMF’s General Regulation”). Pursuant to
Article L. 621-8 of the French Monetary and Financial Code and
Article 231-26 of the AMF’s General Regulation (the “AMF’s
General Regulation”), the Autorité des marchés financiers
(the “AMF”) has affixed visa no. 21-108 dated
April 15, 2021 to this response document (the “Response
Document”). The Response Document has been prepared by
Natixis and is the responsibility of its signatories. The visa, in
accordance with the provisions of article L. 621-8-1, I of the
French Monetary and Financial Code, has been granted after the AMF
has verified “whether the document is complete and comprehensible,
and whether the information it contains is consistent”. It does not
imply either approval of the appropriateness of the transaction or
authentication of the accounting and financial information
presented. |
The Response Document is available on the
websites of Natixis (www.natixis.com) and the AMF
(www.amf-france.org) and may be obtained free of charge at the
registered office of Natixis at 30, avenue Pierre Mendès France,
75013 Paris.
In accordance with Article 231-28 of the AMF’s
General Regulation, a description of the legal, financial and
accounting characteristics of Natixis will be filed with the AMF
and made available to the public, under the same conditions, no
later than the day preceding the opening of the offer.
A press release will be issued no later than the
day preceding the opening of the offer to inform the public of the
manner in which this information will be made available.
REMINDER OF THE MAIN TERMS AND
CONDITIONS OF THE OFFER
Pursuant to Title III of Book II and more
specifically Articles 233-1, 1° et seq. of the AMF’s General
Regulation, BPCE, a limited liability corporation (société anonyme
avec directoire et conseil de surveillance) with a share capital of
EUR 173,613,700, having its registered office at 50 avenue Pierre
Mendès France, 75013 Paris, registered with the Paris Trade and
Companies Register under number 493 455 042 (hereafter,
“BPCE” or the “Offeror”),
undertook to make an irrevocable offer to the holders of shares of
the company Natixis, a limited liability corporation (société
anonyme à conseil d’administration) with a share capital of EUR
5,052,644,851.20, having its registered office at 30 avenue Pierre
Mendès France, 75013 Paris, registered with the Paris Trade and
Companies Register under number 542 044 524 (the
“Company” or “Natixis”), the
shares of which are traded on the compartment A of the Euronext
Paris regulated market under ISIN Code FR0000120685, ticker symbol
“KN” (the “Shares”), to acquire all the Shares
that BPCE does not hold directly or indirectly on the date of the
offer document prepared by BPCE and filed with the AMF (the
“Offer Document”) at the unit price of EUR 4.00
(dividend coupon detached) (the “Offer Price”), as
part of a simplified tender offer, the terms and conditions of
which are further described in the Offer Document (the
“Offer”).
BPCE is a credit institution, central body of
the cooperative banking group composed of the Banques Populaires
and the Caisses d’Epargne networks, as well as other affiliated
credit institutions, including Natixis. BPCE’s status is governed
by the French Monetary and Financial Code.
As of the date of the Response Document, BPCE
holds 2,227,221,174 Shares and the same number of theoretical
voting rights representing 70.53% of the capital and theoretical
voting rights of the Company1.
The Offer targets all the Shares not held by the
Offeror or assimilated thereto:
- which are already issued, i.e. at the date of the Response
Document, a maximum number of 928,220,277 Shares, it being
specified that the treasury Shares held by the Company are not
targeted by the Offer2, and
- which are likely to be issued before the closing of the Offer
in connection with the definitive acquisition of the free shares
granted by the Company i.e., at the date of the Response Document
and on the basis of the indicative timetable presented in section
1.5 of the Response Document, a maximum number of 298,166 new
Shares3,
i.e., at the date of the Response Document, a
maximum number of Shares targeted by the Offer equal to
928,518,443.
At the date of the Response Document, there are
no other equity securities or other financial instruments issued by
the Company or rights conferred by the Company that may give
access, immediately or in the future, to the share capital or
voting rights of the Company, other than the free shares granted by
the Company to certain corporate officers and employees and
described in section 1.3.5 of this Press Release.
The Offer will be conducted following the
simplified tender offer procedure in accordance with Articles 233-1
and seq. of the AMF’s General Regulation. The Offer will be open
for a period of twenty (20) trading days corresponding to twenty
(20) business days in the United States.
The Offeror intends to implement a squeeze-out
procedure for the Company’s Shares not tendered in the Offer, after
the closing of the Offer, in accordance with Articles L. 433-4 II
of the French Monetary and Financial Code and 237-1 et seq. of the
AMF’s General Regulation.
In accordance with the provisions of Article
231-13 of the AMF’s General Regulation, on February 10, 2021,
JPMorgan Chase Bank, N.A., Paris branch (the “Presenting
Institution”), as presenting institution of the Offer,
filed the Offer with the AMF on behalf of the Offeror. The
Presenting Institution guarantees the content and the irrevocable
nature of the commitments made by the Offeror in connection with
the Offer.
The Offeror indicated in the Offer Document that
it is not acting in concert with any third party or shareholder of
the Company.
1.
BACKGROUND AND REASONS FOR THE OFFER
1.1
Background of the Offer
BPCE Group, whose central body is the company
BPCE, is the second largest banking group in France and is
supported by two networks of cooperative, autonomous and
complementary commercial banks: the fourteen Banques Populaires and
the fifteen Caisses d’Epargne (“Groupe BPCE”). It
is a major actor in asset management, insurance, wholesale banking
and specialized financial services.
Natixis, a subsidiary of Groupe BPCE, is a
French financial institution of international stature specialised
in asset and wealth management, corporate and investment banking,
insurance and payments. Natixis supports and advises its own
corporate clients, financial institutions and institutional
investors, as well as clients of the Groupe BPCE networks.
The Offer follows the publication by BPCE on
February 9, 2021 of a press release announcing that Groupe BPCE is
studying a simplification of its organization and an evolution of
its model. It is in the context of this reorganization that BPCE
has informed the market, in its press release published on February
9, 2021, of its intention to file this Offer and to acquire the
29.3 %4 of the Company’s share capital that BPCE does not hold.
1.2
Reasons for the Offer
The Offer is part of a desire to simplify Groupe
BPCE’s operations as part of the preparation of its strategic
plan.
Indeed, given the economic and market outlook,
the Offeror wishes to provide more strategic leeway for the
development of the Company’s businesses (Asset and wealth
management, Corporate & Investment Banking, Insurance and
Payments), whereas the listing does not constitute an appropriate
framework for achieving this goal.
As a result, if the minority shareholders do not
represent more than 10% of the share capital and voting rights of
Natixis at the end of this Offer, BPCE intends to require the AMF
the implementation of the squeeze-out procedure as described in
section 1.3.6 below.
In this respect, the Offeror has mandated the
Presenting Institution which has carried out an evaluation of
Natixis’ shares5. Pursuant to the provisions of Articles 261-1
I and II of the AMF’s General Regulation, the Company’s board of
directors appointed an independent expert, pursuant to the
provisions of Article 261-1 III of the AMF’S General Regulation, to
assess the valuation of the Company’s share price, whose report is
provided in section 7 of the Response Document.
1.3
Terms of the Offer
1.3.1 Main
terms of the Offer
In accordance with the provisions of Articles
231-13 and 231-18 of the AMF’s General Regulation, the Presenting
Institution, acting on behalf of the Offeror, filed the draft Offer
with the AMF on February 10, 2021. A notice of filing was published
by the AMF on its website (www.amf-france.org) on February 10,
20216. Only the Presenting Institution guarantees the content and
the irrevocable nature of the undertakings made by the Offeror as
part of the Offer.
The Offer will be conducted following the
simplified tender offer procedure pursuant to Articles 233-1 and
seq. of the AMF’s General Regulation
In accordance with the provisions of Article
231-6 of the AMF’s General Regulation, the Offeror irrevocably
undertakes to the Company’s shareholders to acquire, at the price
of EUR 4.00 per Share (dividend coupon detached7), all the Shares
that will be tendered in the Offer during a period of twenty (20)
trading days corresponding to twenty (20) business days in the
United States.
1.3.2
Terms and conditions of the Offer
The terms and conditions of the Offer are
detailed in section 1.3.2 of the Response Document.
Prior to the opening of the Offer, the AMF will
publish a notice of opening and the timetable of the Offer and
Euronext Paris will publish a notice setting out the content of the
Offer and specifying the timetable and terms of its completion.
1.3.3
Number and nature of the securities targeted by the
Offer
As of the date of the Response Document, BPCE
holds 2,227,221,174 Shares and the same number of theoretical
voting rights representing 70.53% of the capital and theoretical
voting rights of the Company8.
The Offer targets all the Shares not held by the
Offeror or assimilated thereto:
- which are already issued, i.e. at the date of the Response
Document, a maximum number of 928,220,277 Shares, it being
specified that the treasury Shares held by the Company are not
targeted by the Offer9, and
- which are likely to be issued before the closing of the Offer
in connection with the definitive acquisition of the free shares
granted by the Company i.e., at the date of the Response Document
and on the basis of the indicative timetable presented in section
1.5 of this Press Release, a maximum number of 298,166 new
Shares10,
i.e., at the date of the Response Document, a
maximum number of Shares targeted by the Offer equal to
928,518,443.
At the date of the Response Document, there are
no other equity securities or other financial instruments issued by
the Company or rights conferred by the Company that may give
access, immediately or in the future, to the share capital or
voting rights of the Company, other than the free shares granted by
the Company to certain corporate officers and employees and
described in section 1.3.5 of this Press Release.
1.3.4
Situation of the beneficiaries of rights to receive Free Shares and
holders of Non-Transferable Shares11
At the date of the Response Document, the
Company has set up several plans for the allocation of free Shares
allowing the allocation of a maximum number of 6,083,355 Shares to
certain employees and/or corporate officers of the Company and its
group (the “Free Shares”).
The table below summarizes the main
characteristics of the Free Shares’ allocation plans as of March
1st, 2021. The figures presented provide an overview of the
outstanding amount; shares canceled since their grant date as a
result of the application of the terms and conditions of the
relevant plans are therefore excluded.
Plan Reference12 |
Allocation date |
Acquisition date |
Availability Date1 (excluding Shares covered by
the Additional Retention Commitments2) |
Free Shares in Acquisition Period not covered by the
Additional Retention Commitments |
Total Free Shares in Acquisition Period |
PAGA CDG 2017 |
23/05/2017 |
23/05/2021 |
23/05/2023 |
64,477 |
75,085 |
PMP 2018 Tranche 1 |
13/04/2018 |
13/04/2021 |
13/04/2023 |
223,081 |
223,081 |
PMP 2018 Tranche 2 |
13/04/2018 |
13/04/2023 |
13/04/2025 |
223,081 |
223,081 |
PAGA CDG 2018 |
23/05/2018 and 02/08/2018 |
23/05/2022 |
23/05/2024 |
68,657 |
78,188 |
PAGA 2019 Tranche 2 |
12/04/2019 |
01/03/2022 |
01/03/2024 |
1,644,218 |
1,650,321 |
PAGA CDG 2019 |
28/05/2019 |
28/05/2023 |
28/05/2025 |
86,722 |
98,192 |
PAGA 2020 Tranche 1 |
10/04/2020 |
01/03/2022 |
01/10/2022 |
1,161,575 |
1,161,575 |
PAGA 2020 Tranche 2 |
10/04/2020 |
01/03/2023 |
01/10/2023 |
2,323,229 |
2,323,229 |
PAGA CDG 2020 |
20/05/2020 |
20/05/2024 |
20/05/2024 |
126,396 |
250,603 |
Total |
- |
- |
- |
5,921,436 |
6,083,355 |
1. The reasons for this non-transferability are
detailed below. It is noted that, in accordance with the terms of
the Free Share allocation plans, the Shares granted to a
beneficiary will be immediately acquired and/or will become
immediately transferable in case of invalidity or death of this
beneficiary. Where applicable, the Availability Date (as this term
is defined below) will be determined by reference to this
accelerated acquisition date.
2. As defined below.
The figures presented in the table above have
been updated from the figures presented in section 2.5 of the draft
offer document of the Offeror to take into account the
following:
- 1,411,450 Shares were issued as of March 1st, 2021 under the
“PAGA 2018 - Tranche 2” plan (and 385,102 Free Shares granted under
the said plan lapsed following the departure of certain
beneficiaries or due to the failure to comply with performance
conditions);
- 540,080 Shares were issued as of March 1st, 2021 under the
“PAGA 2019 - Tranche 1” plan (and 289,855 Free Shares granted under
the said plan lapsed following the departure of certain
beneficiaries or due to the failure to comply with performance
conditions) ;
- 9,642 Free Shares granted under the “PAGA 2019 - Tranche 2’
plan lapsed following the departure of certain beneficiaries;
- 16,124 Free Shares granted under the “PAGA 2020 - Tranche 1”
plan lapsed following the departure of certain beneficiaries;
and
- 32,249 Free Shares granted under the “PAGA 2020 - Tranche 2”
plan lapsed following the departure of certain beneficiaries.
It is specified that, on the basis of the
indicative timetable presented in section 1.5 of this Press Release
scheduling a closing date of the Offer occurring before March 1st,
2022, a maximum number of 298,166 Free Shares may be issued in
connection with the definitive acquisition of these Free Shares,
and these Shares are therefore targeted by the Offer.
Moreover, it is also specified that some Shares
currently held by the beneficiaries of some Free Share plans (or
which will be held by these beneficiaries in case of termination of
the acquisition period prior to the estimated closing date of the
Offer) are non-transferable at the date of the Response Document
and will remain non-transferable until the estimated closing date
of the Offer (the “Non-Transferable Shares”),
including regarding some Shares for which the retention period has,
or will have, expired at the date of the Response Document or at
estimated closing date of the Offer. The Non-Transferable Shares
correspond to:
- a maximum number of 110,521 non-transferable Shares (including
99,913 Shares which are already issued at the date of the Response
Document and 10,608 Shares which are likely to be issued before the
closing of the Offer) because of:
- the retention commitments provided by the regulations of the
Free Share allocation plans under which all or part of the Shares
received by the members of the senior management committee of
Natixis are non-transferable until the holder ceases its duties
within the senior management committee; and/or
- the provisions of Article L. 225-197-1 II of the French
Commercial Code, pursuant to which the board of directors of
Natixis has imposed on the corporate officers of Natixis a
commitment to retain their securities until the termination of
their duties,
(the “Additional Retention
Commitments”);
(ii)
a maximum number of 5,058,974 non-transferable Shares (including
4,771,416 Shares which are already issued at the date of the
Response Document and 287,558 Shares which are likely to be issued
before the closing of the Offer) pending the expiration of a tax
holding period (period provided by the a of A of paragraph 1 ter of
Article 150-0 D of the French General Tax Code for the Shares
eligible to the benefit of the provisions of Article 200 A,
paragraph 3 of the French General Tax Code, in its redaction
provided by Article 135 of the law n°2015-990 dated August 6, 2015
for growth, activity and equal economic opportunity).
At the date of the Response Document, and
subject to the anticipated acquisition and transferability events
provided for by law13, the Free Shares may not be tendered in the
Offer, to the extent that the acquisition or retention periods of
the Free Shares will not have expired before the closing of the
Offer.
The Offeror will propose to the beneficiaries of
the Free Shares and to the holders of Non-Transferable Shares to
enter into put and call options of their Free Shares and
Non-Transferable Shares in order to enable them to benefit from
cash liquidity for the Free Shares and the Non-Transferable Shares
that could not be tendered in the Offer (the “Liquidity
Agreement”). The Non-Transferable Shares whose holders
enter into a Liquidity Agreement shall not be tendered in the
Offer.
Pursuant to the Liquidity Agreement, the Offeror
will grant to each beneficiary of Free Shares and holder of
Non-Transferable Shares a put option, exercisable as of the
Availability Date, followed by a call option granted by each
beneficiary of Free Shares and holder of Non-Transferable Shares to
the Offeror, exercisable as of the end of the exercise period of
the put option, and in the absence of exercise thereof.
The put and call options may, however, only be
exercised in the event that the Offeror is in a position to
implement a squeeze-out following the Offer, pursuant to Articles
L. 433-4 II of the French Monetary and Financial Code and
237-1 et seq. of the AMF’s General Regulation.
The “Availability Date” shall
correspond to the day on which the Shares subject to a Liquidity
Agreement will become transferable as a result of (i) the expiry of
the acquisition period, the holding period (if applicable), or, as
the case may be, the tax holding period, or (ii) the termination of
duties in respect of which the holder of such Shares was subject to
a holding commitment.
The exercise price per Share in the put and call
options (the “Exercise Price”) will be determined
by applying a formula that affects the Offer Price by a coefficient
calculated as follows:
- the numerator is BPCE’s aggregate net income Group share14 for
the three financial years preceding the date on which the Shares
become available; and
- the denominator is BPCE’s aggregate net income Group share15
for the 2020, 2019 and 2018 financial years,
however, any distributions 16 made between the
date of signature of the Liquidity Agreement and date of exercise
of the options will be deducted from the Exercise Price thus
determined.
The Exercise Price formula is thus as
follows:
Exercise Price = P0 ×
((NI(N)+NI(N-1)+NI(N-2))/(NI(2020)+NI(2019)+NI(2018)) - D
Where:
- P0 is equal to the Offer Price;
- NI (N) is equal to BPCE’s net income Group share17 for year N,
“N” being the last financial year preceding the Availability Date
of the Shares;
- D is equal to the amount of all distributions per Share made by
the Company between the date on which the Liquidity Agreement18 is
signed and the vesting date of the Share.
If it was determined at the date of the Response
Document, the Exercise Price, as calculated in accordance with the
above formula, would result in the Offer Price.
In the event of implementation, as the case may
be, of the squeeze-out, the Shares subject to the liquidity
mechanisms described above will be assimilated to the Shares held
by the Offeror in accordance with Article L. 233-9 I, 4° of
the French Commercial Code, and will not be subject to the said
squeeze-out but they will be transferred to the Offeror in the
future as part of the Liquidity Agreement, subject to its execution
by the relevant beneficiary or holder.
1.3.5
Conditions for the Offer’s opening
At the date of the Response Document, the
opening of the Offer remains, in accordance with the provisions of
Article 231-32 of the AMF’s General Regulation, subject to the
prior authorization of the authorities listed below, due to the
indirect increase of the Offeror’s holding in the share capital and
voting rights of some entities and interests held by the
Company:
- the AMF’s authorization, pursuant to the provisions of Article
L. 532-9-1 of the French Monetary and Financial Code, with respect
to the following portfolio management companies:
- AEW Ciloger;
- H2O AM Europe;
- Ostrum Asset Management;
- Seventure Partners;
- Thematics Asset Management;
- Vauban Infrastructure Partners; and
- Galia Gestion,
- the Autorité de contrôle prudentiel et de résolution’s
authorization, pursuant to the provisions of Article L. 322-4 of
the French Insurance Code and with respect to the insurance company
Compagnie Française d’Assurance pour le Commerce Extérieur;
- the authorization of the Commission de Surveillance du Secteur
Financier, in Luxembourg, for the portfolio management company AEW
S.à r.l;
(together,
the “Regulatory Authorizations”).
The Offeror has informed all the regulators
concerned by the Offer and has filed all applications for
Regulatory Authorization as of the date of the Response
Document.
The shareholders of the Company will be informed
of the grant of these Regulatory Authorizations and the opening of
the Offer by a press release published by the Offeror.
The Offeror has also taken steps to identify,
and as the case may be obtain, in light of the applicable
legislation, all other administrative formalities required in the
relevant countries.
1.3.6
Intentions of the Offeror regarding the squeeze-out after the
Offer
The Offer Document indicates that, in accordance
with Articles L. 433-4 II of the French Monetary and Financial Code
and 237-1 et seq. of the AMF’s General Regulation, the Offeror
intends to require the AMF, within three (3) months from the
closing of the Offer, to implement a squeeze-out procedure for
Natixis Shares, if the number of shares not presented to the Offer
by the Company’s minority shareholders does not represent, at the
end of the Offer, more than 10 % of the share capital and voting
rights of Natixis.
In such a case, the squeeze-out would relate to
Natixis shares other than those held by the Offeror or assimilated
to them (including in particular the Shares subject to the
liquidity mechanisms described in section 1.3.5 of this Press
Release). It would be made in consideration of compensation of the
relevant shareholders at the Offer Price. The implementation of
this procedure will result in the delisting of the Natixis shares
from Euronext Paris.
In the event that the Offeror is not in a
position, following the Offer, to implement a squeeze-out, it
reserves the right to file a public tender offer followed, if
applicable, by a squeeze-out for the shares it does not hold
directly or indirectly or in concert at that date. In this context,
the Offeror does not exclude increasing its interest in the Company
after the end of the Offer and prior to the filing of a new offer
in accordance with the applicable legal and regulatory provisions.
In this case, the squeeze-out will be subject to the control of the
AMF, which will rule on its conformity in light of the independent
expert’s report to be appointed in accordance with the provisions
of Article 261-1 of the AMF’s General Regulation.
1.4
Procedure for tendering in the Offer
The Offer will be open for a period of twenty
(20) trading days corresponding to twenty (20) business days in the
United States.
The procedure for tendering in the Offer is
described in Section 1.4 of the Response Document.
The Offer and all related documents are subject
to French law. Any dispute or litigation of any nature whatsoever
relating to this Offer will be brought before the competent
courts.
1.5
Indicative timetable of the Offer
Prior to the opening of the Offer, the AMF will
publish a notice of opening and timetable, and Euronext Paris will
publish a notice announcing the terms and timetable of the
Offer.
The indicative timetable for the Offer is
described in section 1.5 of the Response Document.
1.6
Offer restrictions outside of France
Section 2.11 of the Offer Document provides
that:
- the Offer has not been subject to any other registration or
visa application with any financial market regulatory authority
outside of France and no steps will be taken for such registration
or visa ;
- the Offer Document and the other documents relating to the
Offer do not constitute an offer to sell or purchase securities or
a solicitation of such an offer in any other country in which such
offer or solicitation is unlawful or at any person to whom such
offer or solicitation could not validly be made ;
- the Company’s shareholders located outside France may not take
part in the Offer unless the foreign law to which they are subject
allows them to do so. Indeed, the Offer, the participation in the
Offer and the communication of the Offer Document may be subject to
specific regulations or restrictions in certain countries.
The Offer restrictions outside of France
described in section 2.11 of the Offer Document are applicable to
the Response Document.
The Offer is not directed at persons subject to
such restrictions, either directly or indirectly, and is not likely
to be accepted from a country where the Offer would be subject to
such restrictions.
Persons coming into possession of the Offer
Document, the Response Document and/or the Press Release are
required to inform themselves of any restriction that may apply to
them and to comply with them. Failure to comply with these
restrictions may constitute a violation of the applicable stock
exchange and/or securities laws and regulations in any of these
jurisdictions.
The Company will not be liable for any breach by
any person of any rules and restrictions applicable such
person.
United States of America
The Offer will be made in the United States of
America in accordance with Section 14(e) of the U.S. Securities
Exchange Act of 1934 as amended (the “1934 Act”),
and the rules and regulations promulgated thereunder, including
Regulation 14E after applying the exemptions provided by Rule
14d-1(d) of the 1934 Act (“Tier II” exemption) and
the requirements of French law. Accordingly, the Offer will be
subject to certain procedural rules, in particular those relating
to the timing of the settlement, waiver of conditions and payment
dates, which are different from U.S. rules and procedures relating
to public offers.
The receipt of an amount of money under the
Offer by a U.S. shareholder of Natixis may be a taxable transaction
for U.S. tax purposes, including U.S. federal income tax purposes,
and may be a taxable transaction under state or local tax laws, as
well as foreign or other tax laws. It is strongly recommended that
each Natixis U.S. shareholder should immediately seek independent
professional advice regarding the tax consequences of accepting the
Offer.
It may be difficult for U.S. shareholders of
Natixis to enforce their rights and claims under U.S. federal
securities laws, since the Offeror and Natixis are companies with
their respective headquarters outside the United States of America
and all or some of their respective officers and directors are
residents of countries other than the United States of America.
U.S. shareholders of Natixis may not be able to sue proceedings in
a court outside the United States against a non-U.S. company or its
officers or directors alleging violations of U.S. securities laws.
In addition, it may also be difficult to compel a non-U.S. company
and its affiliates to submit to judgments that would be rendered by
a U.S. court.
To the extent permitted by applicable laws and
regulations, including Rule 14e-5 of the 1934 Act, and in
accordance with customary practices in France, the Offeror and its
Affiliates or its broker(s) (acting as agent or in the name and on
behalf of the Offeror or its Affiliates, where applicable) and
Natixis and its affiliates or its broker(s) (acting as agent or in
the name and on behalf of Natixis or its affiliates, where
applicable) may, before or after the date of the Press Release,
directly or indirectly, purchase or arrange for the purchase of
Shares outside of the Offer. Such purchases may be made on the
market, on the basis of an order made at the Offer Price, or in
off-market transactions at a price per Share equal to the Offer
Price in accordance with the provisions of Article 231-39, II of
the AMF’s General Regulation. These purchases will not be concluded
at a price per Share higher than the Offer Price. To the extent
that information concerning these purchases or these provisions is
made public in France, it will also be made public by means of a
press release or any other means that informs the U.S. shareholders
of Natixis, at the following address: www.natixis.com. No purchases
outside the Offer will be made by or on behalf of the Offeror,
Natixis or their respective affiliates in the United States of
America. Offeror’s and Natixis’ financial advisory affiliates may
engage in ordinary trading activities in Natixis securities, which
may include making purchases or arranging for the making of certain
arrangements for the purchase of such securities.
The Offer Document, the Response Document and
the Press Release have not been filed with or reviewed by any
market authority (federal or state) or other regulatory authority
in the United States of America, nor has any such authority passed
upon the accuracy or adequacy of the information contained in the
Offer Document, the Response Document or the Press Release. Any
statement to the contrary would be unlawful and may constitute a
criminal offence.
2. REASONED
OPINION OF THE COMPANY’S BOARD OF DIRECTORS
The board of directors of Natixis is currently
composed of:
- Mr. Laurent Mignon (Chairman of the board of directors);
- BPCE, represented by Mrs. Catherine Halberstadt;
- Mr. Alain Condaminas;
- Mr. Dominique Duband;
- Mrs. Nicole Etchegoïnberry;
- Mrs. Sylvie Garcelon;
- Mr. Philippe Hourdain;
- Mrs. Catherine Leblanc;
- Mr. Christophe Pinault;
- Mr. Daniel de Beaurepaire;
- Mrs. Anne Lalou*;
- Mr. Bernard Oppetit*;
- Mrs. Catherine Pariset*;
- Mrs. Diane de Saint Victor*; and
- Mr. Nicolas de Tavernost*.
* Independent directors
It is specified that Mr. Henri Proglio holds a
non-voting position (censeur) on the board of directors of the
Company.
In accordance with the provisions of Article
261-1, III of the AMF’s General Regulation, the board of directors,
during its meeting held on February 9, 2021, ratified and formally
approved the creation of an ad hoc committee, composed of all the
independent directors, namely:
- Mrs. Anne Lalou;
- Mrs. Diane de Saint Victor;
- Mr. Nicolas de Tavernost;
- Mr. Bernard Oppetit;
- Mrs. Catherine Pariset.
Mr. Henri Proglio also participated in the ad
hoc committee in his capacity as non-voting member (censeur) of the
Company’s board of directors.
On the proposal of the ad hoc committee, the
board of directors appointed at its meeting of
February 9, 2021, on the basis of Article 261-1, I, 1°,
2° and 4° and II of the AMF’s General Regulation, the firm
Ledouble, represented by Mrs. Agnès Piniot and Mr. Sébastien
Sancho, as independent expert in charge of preparing a report on
the financial terms of the Offer. In the course of this meeting,
the board of directors was informed of the main characteristics of
the proposed Offer (the “Project”) and of the
preliminary considerations of the ad hoc committee before
positively welcoming the Project and approving the wording of the
Company’s press release of February 9, 2021 following the
announcement by the Offeror of its intention to submit the proposed
Offer.
The draft offer document filed by the Offeror
with the AMF on February 10, 2021 contains, in particular, the
background and the reasons for the Offer, the Offeror’s intentions,
the characteristics of the Offer and the elements for assessing the
Offer Price.
In accordance with the provisions of Article
231-19 of the AMF’s General Regulation, the directors of the
Company met on March 15, 2021, under the chairmanship of Mr.
Laurent Mignon, chairman of the board of directors, to review the
draft Offer and to issue a reasoned opinion on the merits and
consequences of the draft Offer for the Company, its shareholders
and its employees. All members of the board of directors were
present in person or by videoconference.
Prior to the meeting, the directors were
provided
with:
- the draft reasoned opinion prepared by the ad hoc committee in
accordance with Article 261-1, III of the AMF’s General
Regulation;
- the report of the firm Ledouble, acting as independent expert;
and
- the Company’s draft response document, prepared in accordance
with Article 231-19 of the AMF’s General Regulation.
The board of directors thus delivered the
following reasoned opinion, acting by unanimity of its members,
including its independent members:
“Summary of the work performed,
conclusions of the independent expert and recommendation of the ad
hoc committee
The Chairman reminds the members of the board of
directors that the main terms of BPCE’s proposed public offer for
the Company’s shares (the "Offer") were presented
to the Strategy Committee of the board of directors on January 15,
2021. The Chairman reminds the members of the board of directors
that following this presentation, the independent members of the
board of directors agreed to form an ad hoc committee. The
non-voting member (censeur) of the board of directors was also
invited to the meetings of the ad hoc committee.
i.
Appointment of the independent expert
The ad hoc committee met on January 15, 2021 and
carried out an in-depth review of the profile of three experts
likely to be appointed as independent expert for the purposes of
article 261-1 of the AMF’s General Regulation, taking into account
in particular (i) the absence of any present or past relationship
with the Company, (ii) the recent experience of the experts
contemplated in the context of tender offers followed by a
squeeze-out procedure and (iii) more generally, the professional
reputation and human and material resources of these experts. The
members of the ad hoc committee, after deliberation and subject to
its acceptance and confirmation of the absence of a conflict of
interest, decided to propose to the board of directors the
appointment of the firm Ledouble, represented by Mrs. Agnès Piniot
and Mr. Sébastien Sancho, as independent expert, in view of the
experience of this firm in similar tasks, the composition and
qualifications of the members of this firm, the material resources
of the expert and taking into account the existence of possible
conflicts of interest with one of the two other experts initially
envisaged. It is specified that the choice of the independent
expert was made without using a call for tenders in view of the
extremely confidential nature of the Offer.
On that occasion, the ad hoc committee also
decided to appoint the bank Lazard as financial advisor and Simmons
& Simmons as legal counsel to assist the ad hoc committee in
carrying out its duties in connection with the Offer.
ii.
Monitoring of the work of the independent expert by the ad hoc
committee
Between January 15, 2021 and February 9, 2021,
the ad hoc committee met weekly. The ad hoc committee met nine
times for the purpose of its mission, including six times in the
presence of the independent expert. On each occasion, the ad hoc
committee ensured in particular that the independent expert was
provided with all the information needed to carry out its mission
and that it was able to carry out its work under satisfactory
conditions. The members of the ad hoc committee met by
videoconference:
- on January 15, 2021, in order to appoint Catherine Pariset and
Karine Pinault as chairman and secretary of the ad hoc committee,
respectively, and the bank Lazard and Simmons & Simmons as
financial and legal advisors to the ad hoc committee, respectively,
and then to review, with its advisors and Ledouble, the role and
missions of the members of the ad hoc committee, the ad hoc
committee’s advisors and the independent expert;
- on January 19, 2021, with the independent expert, the law firm
Simmons & Simmons and the bank Lazard, in order to discuss the
timeline of the Offer in relation to the necessary regulatory
approvals, the intention to enter into a related liquidity
agreement with the employees and corporate officers holding the
Free Shares and the Non-Transferable Shares and the availability of
forward-looking information, as the Company’s current business plan
came to an end at the end of the financial year 2020 while the new
strategic plan was to be announced in June 2021;
- on January 22, 2021, together with the independent expert, the
law firm Simmons & Simmons and the bank Lazard, in order to
discuss the exchanges with the presenting institution of the Offer
and the financial advisors of the Offeror and the Company. Then
they discussed the various valuation methods that were to be used
to assess the offer price. The members of the ad hoc committee
pointed out the specific nature of the valuations of banking stocks
with regard to their net book value and their tangible net assets.
In particular, reference was made to the restrictive regulatory
context for credit institutions and to the environment of
persistently low interest rates which have a structural impact on
the valuation of banking assets in the euro area below their
tangible own funds;
- on January 26, 2021, together with the independent expert, the
law firm Simmons & Simmons and the bank Lazard, in order, in
particular, to inform the members of the ad hoc committee of the
discussions that took place during two meetings held, respectively,
between (i) the independent expert, the bank Lazard, the presenting
institution of the Offer and the financial advisors of the Company
and the Offeror and (ii) Mr. Nicolas Namias and the bank Lazard.
The members of the ad hoc committee also had the opportunity to
discuss the timetable for the Offer during this session, taking
into account the necessary regulatory approvals and the timetable
for the Company’s periodic publications. With regard to the
valuation work carried out by the independent expert, the ad hoc
committee examined the relevance of the consolidated indicators of
the 2021-2023 consensus in the context of the independent expert’s
work;
- on February 2, 2021, with the independent expert, the law firm
Simmons & Simmons and the bank Lazard, to allow the independent
expert to report to the members of the ad hoc committee on its
preliminary analyses regarding the considerations carried out by
the Offeror on the valuation of the Company, the valuation methods
and the main parameters used, in particular with regard to the
target level of CET 1 capital or the calculation of the terminal
value for the purposes of the intrinsic valuation methods. The
independent expert and the bank Lazard reported on the ongoing
discussions with the presenting institution and the financial
advisors of the Company and the Offeror on these methods. Having
recalled the provisions of Article 2.2a of AMF Instruction -
DOC-2006-07 as amended on February 10, 2020, which require the
Offeror, in the context of a simplified tender offer, to justify
the reasons for which the proposed valuation shows a value lower
than the Company’s net book value, the members of the ad hoc
committee discussed the relevance of this reference for the stocks
of financial institutions;
- on February 4, 2021, with the law firm Simmons & Simmons
and the bank Lazard, in order for the bank Lazard to present to the
members of the ad hoc committee its preliminary conclusions on the
strategic rationale of the Offer for the Company, its shareholders
and its employees and on its valuation work. The bank Lazard made
available to the members of the ad hoc committee the conclusions of
its analyses, pursuant to which, in the current market conditions,
the valuation works presented by the Offeror would show a premium
compared to the various valuation methods. These would also show a
discount compared to the accounting references. The members of the
ad hoc committee noted the consistency and relevance of these
elements in relation to the financial valuation methods, but
expressed their attention with regard to the value of the Company’s
tangible net assets as at December 31, 2020;
- on February 5, 2021, with the law firm Simmons & Simmons,
in order to acknowledge, inter alia, the Offeror’s decision to set
the offer price at €4 per share (2020 dividend attached). The
members of the ad hoc committee thus noted that the Offeror, for
the purposes of its valuation work, took into account the points of
attention of the ad hoc committee;
- on February 8, 2021, with the independent expert, the law firm
Simmons & Simmons and the bank Lazard, in order for the
independent expert to present its progress on its work. The ad hoc
committee then noted that, in the current state of its work, the
independent expert had not identified any elements questioning the
fairness of the Offer. A discussion then took place on the draft
Liquidity Agreement (it being specified that it was agreed that
this draft should be the subject of a subsequent specific meeting
of the committee). The ad hoc committee then discussed the future
recommendation that could be made to the board of directors of the
Company with a view to its future principled position on the
Offer.
At its meeting held on February 9, 2021, the
board of directors decided to ratify and formally approve the
constitution of the ad hoc committee in accordance with Article
261-1, III of the AMF’s General Regulation and the AMF’s
Instruction 2006-15 relating to independent appraisals in the
context of financial transactions and invited the ad hoc committee
to continue its mission under stock exchange regulations in
connection with the Offer.
The meeting of the board of directors was
suspended to allow the members of the ad hoc committee to meet on
the same day and confirm their decision of January 15, 2021 to
propose to the board of directors the appointment of Ledouble as
independent expert for the purposes of Article 261-1 of the AMF’s
General Regulation. At that meeting, the ad hoc committee also
noted that at the current stage of its work, the independent expert
had not identified any elements that questioned the fairness of the
Offer. Finally, the members of the ad hoc committee decided to
propose unanimously to the board of directors to positively welcome
the draft Offer proposed by the Offeror.
Following this interruption of the meeting, the
board of directors, acting by unanimity of its members, decided to
follow the proposal of the ad hoc committee and to appoint the firm
Ledouble, represented by Mrs. Agnès Piniot and Mr. Sébastien
Sancho, as independent expert on the basis of Article 261-1, I, 1°,
2° and 4° and II of the AMF’s General Regulation, in order to draw
up a report on the financial terms and conditions of the Offer and
the squeeze-out.
During the same meeting, the board of directors,
acting by unanimity of its members, having taken note of the
preliminary conclusions of the ad hoc committee, positively
welcomed the Offer and approved the management’s assumption that
the main consolidated indicators of the 2021-2023 consensus are an
upper limit compared to the 2024 consolidated target indicators
expected under the strategic plan to be announced in June 2021, in
order to confirm to the independent expert that it could rely on
these elements in the context of its work.
Following the meeting of February 9, 2021, the
ad hoc committee continued its work and met 4 times, always in the
presence of the independent expert. On each occasion, it ensured
that the independent expert kept being provided with all the
information needed to carry out its mission:
- on February 16, 2021, with the independent expert, the law firm
Simmons & Simmons and the bank Lazard, in order to carry out an
initial review of the correspondence received from the minority
shareholders from which two main trends emerge, the first relating
to the Company’s net book assets and the second to the valuation of
the Company in the Offeror’s financial statements. Then the ad hoc
committee discussed the analyses, the majority of which were
positive, made by analysts following the publication of the draft
Offer. In addition, an update was provided on (i) the work of the
independent expert (already completed and to be completed) and (ii)
the draft communicated to both the ad hoc committee and the
independent expert on the Liquidity Agreement and its ability to
offer equal treatment of the beneficiaries vis-à-vis the minority
shareholders;
- on February 23, 2021 with the independent expert, the law firm
Simmons & Simmons and the bank Lazard, in order for the
independent expert to share the preliminary conclusions of its
valuation work with the members of the ad hoc committee. In this
context, the methods used (excluding accounting references) and the
preliminary conclusions of the valuation work were presented to the
committee. The ad hoc committee noted that, based on the
independent expert’s work, the offer price showed a premium,
sometimes significant, compared to the Company’s valuations
resulting from the various methods used;
- on March 3, 2021, in the presence of the independent expert,
the law firm Simmons & Simmons and the bank Lazard, in order
for the independent expert to present the conclusions of its
valuation work updated as at February 28, 2021. The members of the
ad hoc committee also exchanged views on a first draft of a
reasoned opinion;
- on March 12, 2021, in the presence of the independent expert,
the law firm Simmons & Simmons and the bank Lazard, prior to
the board of directors in charge of issuing its reasoned opinion on
the Offer, in order to finalise the draft reasoned opinion based,
inter alia, on the presentation of the draft report by the
independent expert.
Further details on the interactions between the
members of the ad hoc committee and the independent expert are
provided in a comprehensive manner in the report of Ledouble.
The ad hoc committee notes that the independent
expert had access, in the course of his mission, to the forecast
data that the Company considers relevant. The Chairman of the ad
hoc committee reminds the members of the committee that the board
of directors, during its meeting held on February 9, 2021,
unanimously approved the assumption of the Company’s management
that the main consolidated indicators of the 2021-2023 consensus
are an upper limit compared with the 2024 consolidated target
indicators expected under the strategic plan to be announced in
June 2021.
The ad hoc committee also indicates that it was
not informed of or noted any elements that might question the
effective conduct of the independent expert’s work.
iii.
Conclusions of the independent expert’s report
The Chairman of the ad hoc committee then
invites Mrs. Agnès Piniot and Mr. Sébastien Sancho to present the
conclusions of the report prepared by Ledouble under the
supervision of the ad hoc committee in accordance with the
provisions of Article 261-1, III of the AMF’s General Regulation
and the AMF’s Instruction 2006-15 on independent appraisals in the
context of financial transactions.
Then, the independent expert presents a summary
of its work and the conclusions of its report:
- “the Offer allows Minority Shareholders to benefit from a
liquidity of their Shares at a price inducing a discount on the
Book Value (BV) and the Tangible Book Value (TBV) significantly
lower than the current discount of the Company, of other French
banks and generally of other European banks;
- the stock market analysis situates the VWAP, including in
particular those observed over the “60 days, 120 days and 180 days
of trading preceding the announcement or the event giving rise to
the Offer”, and the analysts’ price targets at the date of the
announcement of the Offer, clearly lower than the Offer
Price;
- the fundamental value of the Share through its intrinsic
valuation (DDM) or analogical valuation (Stock Exchange Comparables
and Comparable Transactions), whether it results from the global
valuation of the Group or by business line, based on the
projections of the Financial Framework or the 2021-2023 Consensus,
confirms the existence of a premium induced by the Offer Price on
all the valuation approaches implemented;
- the value of the Natixis shareholding in the books of BPCE, as
well as of the Banques Populaires and the Caisses d’Epargne, is
based on internal valuations which are based on parameters specific
to BPCE and which cannot be transposed to the Company’s limits; for
these reasons, we do not use these references in our Multicriteria
Valuation of the Share.”
In addition, the independent expert noted that
“no transaction carried out by the Offeror on the share capital of
the Company during the 18 months preceding the announcement of the
Offer has been brought to our knowledge” and that, as indicated in
the Draft Offer Document, the Offeror does not expect any cost
synergies as a result of the Offer.
The independent expert also reminds that it has
responded to the observations of the minority shareholders by
specifying in particular that:
- its work was carried out in complete independence with regard
to the parties involved in the Offer;
- the expert covered, in its diligences, the technical subjects
which were submitted to it by certain minority shareholders (§ 7.2
to § 7.12 of its report) and, in response to the questions raised,
noted in particular that:
- “the effects of the health crisis, the outcome of which remains
uncertain and which has weighed on the share price (§ 7.7), are
tempered in the Multicriteria Valuation by the use:
- in intrinsic valuation, of a discount rate integrating an
average 5-year beta of the Group, a perpetual growth rate prior to
the occurrence of the pandemic and a 10-year P/TBV exit multiple to
take into account the cyclicality of the banking sector;
- in an analogous valuation by business line based on Comparable
Transactions, of 2020 net results by business line restated for the
effects of the health crisis, to which are applied the
transactional multiples observed before the crisis;”
- following the publication of an article mentioning a possible
takeover of Natixis minority shareholders by BPCE in mid-January
2021, relayed by analysts who significantly raised their price
targets, the Natixis share price moved on the stock market in a way
that was out of sync with that of the other French banks mentioned
above (§ 7.8);
- the Group’s net book value cannot currently be used as a
valuation criterion given the impact, in terms of discount on the
Book Value, of the reinforcement over the last few years of
prudential rules and therefore of the regulatory capital of the
banks which is not available to the shareholders (§
7.9);
- their personal situation with regard to the price of their
entry into the capital of Natixis (independently of the dividend
policy) is frequently put forward, in particular for those who,
having subscribed to the capital at the time of the public offering
in the context of the creation of Natixis and having kept their
shares since then, have recorded a loss; for all that, as indicated
above, this observation cannot be put in comparison with the
fairness of the Price of the Offer, which it is up to us to assess
in the current context of the market and of the regulations.”
Finally, with regard to the related agreements
and transactions, the independent expert notes that “the Related
Agreements and Transactions do not have any impact on our
assessment of the fairness of the Offer Price.”
The ad hoc committee therefore takes note that,
according to the report prepared by the firm Ledouble, the Offer
price proposed by the Offeror, of €4 per Natixis share (dividend
attached), is fair to the Company’s shareholders in the context of
the Offer, including in the perspective of a squeeze-out and that
the firm Ledouble has not identified, in the Related Agreements and
Transactions, any provisions that could be prejudicial to the
interests of the shareholders of Natixis whose shares are targeted
by the Offer.
Recommendation of the ad hoc
committee
On 15 March 2021, the ad hoc committee finalized
its recommendation to the board of directors in light of the
independent expert’s report and the receipt of correspondence from
certain shareholders following the public announcement of the
Offer.
In general, the ad hoc committee pointed out to
the independent expert, for the purpose of preparing its report,
the following elements, specific to the context and the Offer,
which it considered to be of particular importance and which it
also took into account in preparing its recommendation:
- With regard to the merits of the Offer for the Company
(Strategy and industrial, commercial and financial
policy)
- the Offer is part of a desire to simplify the organization of
the BPCE Group as part of the preparation of its strategic plan and
that, given the economic and market outlook, the Offeror wishes to
provide more strategic flexibility for the development of the
Company’s businesses (Wealth and Asset Management, and Corporate
and Investment Banking, Insurance and Payments), whereas listing
does not constitute an appropriate framework for achieving this
objective;
- the Offeror already controls the Company, of which it directly
holds 70.53% of the share capital and theoretical voting
rights;
- the Offer targets all the shares of the Company that are not
held directly by the Offeror or assimilated to these;
- the Offeror intends to request from the AMF in connection with
the Offer the implementation of the squeeze-out procedure in
respect of Natixis shares, if the number of shares not tendered to
the Offer by the minority shareholders of the Company does not
represent, at the end of the Offer, more than 10% of the share
capital and voting rights of Natixis.
The ad hoc committee notes that:
The ad hoc committee also notes that the
intentions of the Initiator, as described in the Draft Offer
Document, are as follows:
- In terms of strategy and the pursuit of the Company’s
activities, Groupe BPCE has indicated that it 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 organization. To reach this goal, Groupe BPCE
wishes to study an evolution of its organization, it being
specified that this study will be carried out regardless of the
Offer’s outcome, with:
- on one side, the retail businesses, including Retail Banking
and Insurance (BPA), Financial Solutions and Expertise (SEF), and
now also Insurance and Payment businesses. This would complete the
movement initiated with the successful creation of the SEF
division. Insurance and Payment businesses might report directly to
BPCE; the terms of such a combination would be analysed at a later
stage;
- on the other side, Groupe BPCE’s global businesses serving
Large and Global Customers: Asset and Wealth Management (“Natixis
Investment Managers”, “Natixis Wealth Management”), and Corporate
& Investment Banking (“Natixis Corporate and Investment
Banking”), would be gathered within a new structure “Global
Financial Services”; and
- a clearer model for the support functions of BPCE, Natixis and
its businesses, with simplified functional links,
- in the event that the Offer is followed by a squeeze-out, it
will result in the delisting of the Shares from the regulated
market of Euronext Paris; in this context, changes in the
composition of the Company’s corporate bodies may be contemplated
and will depend on the outcome of the Offer;
- the Offeror has not identified any synergies specifically in
connection with the Offer and the potential savings in listing
costs that would result from the delisting of the Company’s shares
from the regulated market of Euronext Paris after the
implementation of the squeeze-out, if need be, are not significant
in relation to the amount of the transaction; and
- with regard to dividends, the Offeror has indicated that the
Company’s dividend policy will continue to be determined by its
corporate bodies based on the Company’s distributive capacity,
financial situation and financial needs, in accordance with any
regulatory requirements applicable to the Company and taking into
account the constraints related to the current economic
context.
Having taken note of the above, the ad hoc
committee confirms that the Offer is in the interests of the
Company.
-
With respect to the Offer price and the merits of the Offer
for minority shareholders and holders of illiquid
securities
The Offeror proposes to acquire, in cash and at
a price of €4 per share, all of the shares of the Company which it
does not hold at the date of the Offer. In addition, the Offeror is
offering to the beneficiaries of the Free Shares and holders of
Non-Transferable Shares to enter into put and call options of their
Free Shares and Non-Transferable Shares in order to enable them to
benefit from cash liquidity for those Free Shares and
Non-Transferable Shares that could not be tendered to the
Offer.
The ad hoc committee took note of the appraisal
of the Offer Price of 4 euros per share prepared by the presenting
institution of the Offer, the analysis of the financial advisor to
the ad hoc committee, the report of the independent expert and the
correspondence issued by certain minority shareholders following
the public announcement of the Offer.
The ad hoc committee reminds that the
independent expert and the financial advisor to the ad hoc
committee carried out an analysis of the elements of price
appraisal mentioned in the Draft Offer Document and that this
analysis is included in the independent expert’s report, inter
alia.
The ad hoc committee further notes that the
Offer price is below the Company’s net book value while still being
close to Natixis’ tangible net assets. The committee notes in this
respect that the regulatory constraints, the environment of
persistently low interest rates that weighs on credit institutions
in the euro area, as well as the intense competition on the
Company’s major businesses, such as Corporate and Investment
banking, justify this value being lower than the Company’s net book
value.
The ad hoc committee further notes that the
multi-criteria analysis conducted for the valuation of the Company
shows that the Offer price includes a premium compared to all of
the valuation criteria used by Lazard. The ad hoc committee notes
that, according to the report prepared by Ledouble and the
multi-criteria analysis carried out by the independent expert, the
Offer price proposed by the Offeror is fair from a financial
perspective to the shareholders of the Company, including in view
of the implementation of a squeeze-out.
The committee further notes that the Offeror is
offering Natixis shareholders who tender their Shares to the Offer
the opportunity to obtain immediate liquidity for their entire
shareholding at a price per Share representing a 16% premium to the
closing price of the Share on February 5, 2021, a 40% premium to
the volume weighted average trading price of the Share over the
sixty-day period preceding this date, a 62% premium to the volume
weighted average trading price of the Share over the 120-day period
preceding this date and a 66% premium to the volume weighted
average trading price of the Share over the 180-day period
preceding this date.
Lastly, the committee notes that Natixis and the
members of the ad hoc committee have received letters or emails
from minority shareholders on a number of recurring topics to which
they have systematically provided responses, pending the final
position of the board of directors and the independent expert’s
report. The ad hoc committee also took note of the reception,
mainly positive, of the draft Offer and its price by analysts.
The ad hoc committee therefore considers that
the Offer represents an opportunity for minority shareholders to
benefit from significant, immediate and full liquidity under price
conditions considered fair by the independent expert, including in
the event of implementation of the squeeze-out.
-
With respect to the merits of the Offer for
employees
The ad hoc committee also notes that, with
regard to employment, BPCE has indicated (i) that the Company will
remain a separate entity with governance and functions adapted to
the management of the businesses that it will be responsible for
managing, it being specified that, depending on the Offer’s outcome
and the possible delisting of Natixis, certain functions
specifically related to the listing could be affected by the
proposed transaction and (ii) that it does not anticipate that the
Offer will lead to a reduction in the workforce at Natixis, it
being specified that any reorganization that may be decided upon
following the Offer would be carried out in accordance with BPCE
Group’s practices, in particular without forced departure.
The ad hoc committee also notes that the Offeror
has indicated that it does not intend to merge with Natixis and
that the Offer will have no impact on the legal organisation of the
Company, subject to the possibility of implementing a direct
linkage of the Company’s Insurance and Payments businesses to the
Offeror, it being specified that the study of such a linkage will
not be conditional on the success of the Offer.
In view of the above, the ad hoc committee
considers that the Offer as described in the Draft Offer Document
is in the interests of the Company’s employees and should not have
any specific employment implications.
At the end of its mission, and having
taken into account the work of its advisors, the independent expert
and all of the above, the ad hoc committee, acting by unanimity of
its members, recommends the board of directors to conclude that the
Offer is in the interests of the Company, its shareholders and its
employees.
Opinion of the board of
directors
The board of directors takes note of (i) the
terms of the Offer and the elements of appraisal of the Offer price
set out in the Draft Offer Document, (ii) the reasons and
intentions of the Offeror and the valuation elements prepared by
JP Morgan (France) as set out in the Draft Offer Document,
(iii) the work and recommendations of the ad hoc committee and its
favourable opinion on the Offer and (iv) the conclusions of the
independent expert.
After an exchange of views on the draft Offer
and in the light of the foregoing, the board of directors, acting
by unanimity of its members, the directors representing BPCE and
those from the Banques Populaires and Caisses d’Epargne having
followed the recommendation of the members of the ad hoc committee,
decides to take over the work and recommendations of the ad hoc
committee, and as such considers that the Offer is in the interests
of:
- the Company, since BPCE already controls the Company, it being
specified that the Offeror has indicated that it does not
anticipate any synergy in the context of the Offer and that the
BPCE group will continue to be active in its current business
lines, including those of Natixis;
- its shareholders, because the price proposed by the Offeror of
4 euros per Natixis share (dividend attached) is considered fair by
the independent expert and constitutes an attractive valuation of
the shares held by the Company’s shareholders, including in the
perspective of a squeeze-out;
- of its employees, since the Offer should not have any
particular impact on employment, it being specified that certain
functions specifically related to the listing could be affected by
the proposed transaction and that any reorganization that may be
decided upon following the Offer would be carried out in accordance
with the practices of Groupe BPCE, in particular without forced
departure;
recommends
that shareholders tender their shares to the Offer. »
Following the decision of the Offeror to propose
the price of €4 per Natixis share after detachment of the €0.06
dividend, the payment of which will be submitted to the general
shareholders’ meeting of May 28, 2021, all independent members of
the board of directors, in the presence of the law firm Simmons
& Simmons and the bank Lazard, met on April 14, 2021 in order
to examine the modification of the financial conditions of the
draft Offer. In particular, the ad hoc committee has reviewed the
draft addendum to the report of the independent expert under the
terms of which the independent expert has reiterated its
conclusions.
The ad hoc committee noted that the price of the
Offer remained at 4 euros per share but that the terms of the Offer
were improved and noted that the price of the Offer remained fair
for the Company’s shareholders, including in the perspective of a
squeeze-out. Consequently, the ad hoc committee decided, by
unanimity of its attending members, to reiterate its recommendation
to the board of directors to confirm (i) that the Offer is in the
interests of the Company, its shareholders and its employees,
including in the perspective of a squeeze-out, and (ii) the
reasoned opinion rendered on March 15, 2021 and its recommendation
to the shareholders of the Company to tender their shares to the
Offer.
The Company’s board of directors met on April
14, 2021, after the meeting of the ad hoc committee, convened and
chaired by Mr. Laurent Mignon, chairman of the board of directors,
in order to examine the amended terms of the draft Offer. All the
members of the board of directors were present in person or by
videoconference.
Prior to the meeting, the directors were
provided with:
- the addendum to the report of Ledouble, independent expert,
confirming the conclusions of its report dated March 15, 2021;
and
- the draft response document of the Company, prepared in
accordance with article 231-19 of the AMF’s General
Regulation.
The board of directors, by unanimity of its
members, including its independent members, has decided to take
note of the deliberation of the ad hoc committee of April 14, 2021
having reiterated its recommendation of March 15, 2021, to take
note of the improvement of the financial terms of the Offer and to
confirm and reiterate the reasoned opinion rendered on March 15,
2021 and its recommendation to the shareholders of the Company to
tender their shares to the Offer.
3.
INTENTIONS OF THE MEMBERS OF THE COMPANY’S BOARD OF
DIRECTORS
The members of the Company’s board of directors,
who have participated in the meeting during which the board of
directors issued its reasoned opinion set forth in section 2, have
expressed the following intentions:
Name |
Function |
Number of Shares held at the date of the reasoned
opinion |
Intention |
Laurent Mignon |
Chairman of the board of directors |
321,460 |
Tendering of 224,960 Shares in the Offer19 |
BPCE, represented by Catherine Halberstadt |
Director |
2,227,221,174 |
N/A20 |
Alain Condaminas |
Director |
1,000 |
Tendering of 1,000 Shares in the Offer |
Anne Lalou |
Director |
1,000 |
Tendering of 1,000 Shares in the Offer |
Bernard Oppetit |
Director |
1,000 |
Tendering of 1,000 Shares in the Offer |
Catherine Leblanc |
Director |
1,000 |
Tendering of 1,000 Shares in the Offer |
Catherine Pariset |
Director |
1,000 |
Tendering of 1,000 Shares in the Offer |
Christophe Pinault |
Director |
1,093 |
Tendering of 1,093 Shares in the Offer |
Daniel de Beaurepaire |
Director |
1,000 |
Tendering of 1,000 Shares in the Offer |
Diane de Saint Victor |
Director |
1,000 |
Tendering of 1,000 Shares in the Offer |
Dominique Duband |
Director |
1,616 |
Tendering of 1,616 Shares in the Offer |
Nicolas de Tavernost |
Director |
1,000 |
Tendering of 1,000 Shares in the Offer |
Nicole Etchegoïnberry |
Director |
1 112 |
Tendering of 1,112 Shares in the Offer |
Philippe Hourdain |
Director |
1,000 |
Tendering of 1,000 Shares in the Offer |
Sylvie Garcelon |
Director |
1,000 |
Tendering of 1,000 Shares in the Offer |
4.
INTENTIONS OF THE COMPANY WITH RESPECT TO THE TREASURY
SHARES
At the date of the Response Document, the
Company holds 2,461,581 of its own Shares.
On March 15, 2021, the board of directors
acknowledged that the 2,461,581 treasury Shares are not targeted by
the Offer and unanimously confirmed, as necessary, that such Shares
shall not be tendered in the Offer.
5. REPORT
OF THE INDEPENDENT EXPERT PURSUANT TO ARTICLE 261-1 OF THE AMF’S
GENERAL REGULATION
Pursuant to Articles 261-1, I, 1°, 2° and 4° and
II of the AMF’s General Regulation, Ledouble, represented by Mrs.
Agnès Piniot and Mr. Sébastien Sancho, was appointed as an
independent expert by the Company’s board of directors on February
9, 2021 in order to prepare a report on the financial terms of the
Offer and the squeeze-out.
The conclusion of this report dated March 15,
2021 and its addendum dated April 14, 2021 is reproduced below:
“As a result of our valuation of the Share:
- we are able to conclude that the Offer Price is fair from a
financial point of view for the shareholders tendering their shares
to the Offer, and in view of a possible squeeze-out;
- we have not identified, in the Related Agreements and
Transactions, any provisions likely to be prejudicial to the
interests of the Natixis shareholders whose securities are targeted
by the Offer.”
This report and its addendum are reproduced in
their entirety in Section 7 of the Response Document and form an
integral part of the Response Document.
6.
PROVISION OF COMPANY’S OTHER INFORMATION
Other information relating to the Company, in
particular its legal, financial and accounting characteristics,
will be filed with the AMF no later than the day before the opening
of the Offer. In accordance with Article 231-28 of the AMF General
Regulation, these information will be made available on the
websites of Natixis (www.natixis.com) and the AMF
(www.amf-france.org) the day before the opening of the Offer and
will be available free of charge at the registered office of
Natixis, 30, avenue Pierre Mendès France, 75013 Paris.
1 Based on a total number of 3,157,903,032
shares and of 3,157,903,032 theoretical voting rights of the
Company (information as of March 1st, 2021). In accordance with
Article 223-11 of the AMF’s General Regulation, the total number of
voting rights is calculated on the basis of all shares to which
voting rights are attached, including shares without voting
rights.
2 The 2,461,581 treasury Shares held by the
Company, representing 0.08% of the Company’s share capital
(information as of March 1st, 2021), assimilated to those held by
the Offeror pursuant to Article L. 233-9, I, 2° of the French
Commercial Code, are not targeted by the Offer.
3 See section 1.3.5 of the Response
Document.
4 As of the date of this Press Release, the
percentage of the Company’s share capital not held by BPCE is equal
to 29.4% of the Company’s share capital.
5 A summary of this evaluation is set forth in
section 3 of the Offer Document.
6 Filing notice n° 221C0328 dated February 10,
2021.
7 Having noted, on the basis of the indicative
timetable presented in section 1.5 of the Press Release, that the
opening of the Offer should only take place after the detachment of
the 2020 dividend proposed to the vote of the shareholders of
Natixis at the next general meeting scheduled for May 28, 2021, the
Offeror has decided to provide that the price of 4.00 euros per
Natixis Share is “dividend detached”.
8 Based on a total number of 3,157,903,032
shares and 3,157,903,032 theoretical voting rights of the Company
(information as of March 1st, 2021). In accordance with Article
223-11 of the AMF’s General Regulation, the total number of voting
rights is calculated on the basis of all shares to which voting
rights are attached, including shares without voting rights.
9 The 2,461,581 treasury Shares held by the
Company, representing 0.08 % of the Company’s share capital,
assimilated to those held by the Offeror pursuant to Article L.
233-9, I, 2° of the French Commercial Code, are not targeted by the
Offer.
10 See section 1.3.5 of this Press Release.
11 As of the date of this Response Document,
approximatively 400 beneficiaries hold Free Shares and/or
Non-Transferable Shares.
12 The term “PAGA” refers to free performance
share plans; the term “PMP” refers to the Payment business Plan;
the term “CDG” refers to the senior management committee.
13 Especially pursuant to Articles
L. 225-197-1 et seq. of the French Commercial Code (cause of
death or invalidity of the beneficiary).
14 On an “underlying” basis, i.e., net income
Group share adjusted for specific items (non-recurring or
exceptional).
15 On an “underlying” basis, i.e., net income
Group share adjusted for specific items (non-recurring or
exceptional).
16 In particular dividends.
17 On an “underlying” basis, i.e., net income
Group share adjusted for specific items (non-recurring or
exceptional).
18 Except for the amount of the dividend to be
paid by Natixis in respect of its financial year ending December
31, 2020 (the proposed dividend amount is equal to 0.06 euro per
Share).
19 Mr. Laurent Mignon holds 96,500
Non-Transferable Shares for which a Liquidity Agreement may be
entered into with the Offeror.
20 Mrs. Catherine Halberstadt holds 1,097 Shares
which she intends to tender to the Offer.