- Buyout price 40% lower than under the 2022 agreement
- Transaction amount: €18.5m financed by borrowing
Regulatory News:
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the full release here:
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Claranova: Simplified organization chart
of the PlanetArt division before and after the SCEP acquisition -
November 8, 2024 (Graphic: Business Wire)
Claranova (Euronext Paris: FR0013426004 - CLA) announces the
acquisition of Société Commune Européenne de Participation (SCEP)
by its subsidiary PlanetArt Holdings Inc., thereby enabling it to
own 100%1 of PlanetArt LLC.
This operation is in line with the new “One Claranova” strategy
for Claranova's which aims to make Claranova a more integrated
group, focused on operational excellence and profitability. With
this acquisition, the Group will hold 100%1 of its two strategic
divisions, Avanquest and PlanetArt, favoring synergies and
improving Claranova's profitability.
Buyout price per share 40% lower than the 2022
agreement2
In January 2022, Claranova signed an agreement for the phased
buyout of up to 65% of SCEP's stake in PlanetArt LLC at a price of
US$85,000 per preferred share. This agreement also gave SCEP a
right to require PlanetArt to be sold as from December 31, 2024,
which would have been contrary to the Group's strategic
orientations.
To this day, Claranova has already acquired 39% of SCEP's stake,
which now holds only 4.68%1 of PlanetArt's capital. This residual
stake represents 393 preferred shares.
The SCEP buyout enables Claranova to acquire these preferred
equity shares3, for a total amount of €18.5m, i.e. a price per
preferred share of €47,000 (i.e. US$51,000), representing a 40%
decrease compared with the agreement signed in January 2022.
Mr. Xavier Rojo will be appointed administrator of SCEP and Ms.
Beth Burkhart will represent SCEP on the PlanetArt LLC Board of
Directors. These appointments will help ensure a shared vision and
the successful implementation of the "One Claranova" strategy.
Upon completion of this buyout, the only dilutive elements
remaining at the level of these key subsidiaries4 will be the
conversion option held by PlanetArt's1 managers, Mr. Roger Bloxberg
and Mr. Todd Helfstein, exercisable in the event of the
subsidiary's sale or IPO, and the shares/stock options held by Mr.
Eric Gareau in the Avanquest5 subsidiary, which should be
transferred to Claranova in order to align his interests with those
of the Group6.
Mr. Eric Gareau, CEO of Claranova, commented: “This operation
marks a new step in the implementation of our new strategic plan,
‘One Claranova’. We will now hold the entirety of our strategic
activities, facilitating the alignment of our expertise and the
implementation of even more effective and innovative solutions for
our customers. I'm delighted that we can turn the page on these
past agreements and look to the future with a new perspective. I
would like to thank Cheyne Capital for its renewed support, which
demonstrates its confidence in Claranova's potential. By pursuing
our 'One Claranova' vision for a more integrated group that
generates operational synergies, we will create sustainable value
for all our stakeholders.”
Terms and conditions for the buyback
The €18.5m will be paid in three instalments:
- Initial payment on November 08, 2024, for €13.9m.
- 2nd instalment on December 15, 2025, for €2.3m.
- 3rd instalment on July 3, 2026, for €2.3m.
If PlanetArt is sold before June 30, 2026, at a value exceeding
US$275m, Claranova undertakes to pay contingent consideration
(earnout) of €2.3m.
New €20m loan from Cheyne Capital
The transaction is being financed by a €20m loan obtained by
Claranova Development SARL from Cheyne Capital on the same terms
(interest rates, guarantees, acceleration clauses, covenants) as
the €108m loan arranged in April 2024 when the Group refinanced
it’s debt7, and over the residual term of the latter, i.e. with
bullet repayment on April 4, 2028. A pledge of PlanetArt LLC shares
held by SCEP has also been granted.
This financing will be provided in two installments, €15m
payable on the day of the transaction, i.e. November 8, 2024, and
€5m within 30 days.
Pursuit of the “One Claranova” strategy
Strengthened by this agreement, the Group will pursue its new
“One Claranova” roadmap and confirms its objectives of achieving
total revenue of between €575m and €625m by 20278, with an EBITDA
margin9 of between 13% and 15%, and a ratio of net financial debt
to EBITDA of less than 1x.
Financial calendar: November 13, 2024:
Q1 2024-2025 revenue December 04, 2024: Annual General Meeting
About Claranova:
Claranova is a global leader in e-commerce for personalized
objects (photo prints, photo books, children's books, etc.),
software publishing (PDF, Photo and Security) and the Internet of
Things (IoT). As a truly international group, in 2024 it reported
revenue of nearly a half a billion euros, with 95% of this amount
originating from outside France.
Through its products and solutions sold in over 160 countries,
the Group's mission is to "Transform technological innovation into
user-centric solutions". By leveraging its digital marketing
expertise, AI and data from over 100 million active customers
worldwide, Claranova develops technological solutions, available
online, on mobile devices and tablets, for a wide range of private
and professional customers.
Operating in high-potential markets, the Group will pursue a
growth strategy focused on profitability and operational
excellence, in line with its "One Claranova" strategic roadmap.
Claranova is eligible for French “PEA-PME” tax-advantaged
savings accounts For more information on Claranova Group:
https://www.claranova.com or
https://twitter.com/claranova_group
Disclaimer:
All statements other than statements of historical fact included
in this press release about future events are subject to (i) change
without notice and (ii) factors beyond the Company’s control.
Forward-looking statements are subject to inherent risks and
uncertainties beyond the Company’s control that could cause the
Company’s actual results or performance to be materially different
from the expected results or performance expressed or implied by
such forward-looking statements.
APPENDIX
Simplified organization chart of the
PlanetArt division before and after the SCEP acquisition
November 8, 2024
(see illustration)
______________________________ 1 Ownership
interest (%) excluding dilutive effects: the executive officers of
PlanetArt LLC, Roger Bloxberg and Todd Helfstein, hold shares in
the capital of this company with financial and voting rights, as
well as a conversion option (FY 2023-2024 URD - Chapter 2 - Note
33). 2 Press release of January 5, 2022 3 Preferential value of 2.1
times the par value, plus a stake in the Company's capital
equivalent to their share as a percentage in the Company's capital
(FY 2023-2024 URD - Chapter 2 - Note 3) 4 PlanetArt and Avanquest 5
FY 2023-2024 URD – Chapter 2 – Note 25.2 6 Resolution 21 to be
submitted to the vote of the Annual General Meeting of December 4,
2024 7 The terms of the loan are described in detail in the press
release of April 2, 2024, and the FY 2023-204 URD - Chapter 2 -
Note 27. 8 FY 2026-2027 9 EBITDA as a percentage of sales. EBITDA
(earnings before interest, taxes, depreciation and amortization) is
a non-GAAP aggregate used to measure the operating performance of
the businesses. It equals Recurring Operating Income before the
impact of IFRS 2 (share-based payment expenses), depreciation and
amortization, and the IFRS 16 impact on the recognition of
leases.
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ANALYSTS - INVESTORS +33 1 41 27 19 74
contact@claranova.com
FINANCIAL COMMUNICATION +33 1 75 77 54 68
ir@claranova.com
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