Activa Capital and Bpifrance have signed agreements with the managers of Nexeya and several financial shareholders relating to the acquisition of a majority block representing 57.9 per cent of total capital and 58.7 per cent of voting rights for EUR12.00 per share.
Nexeya is an industrial group which operates mainly in the defence, aeronautics and transportation sectors.
The transaction, to which the main managers and founders of Nexeya are fully associated, aims at providing the company with a new reference shareholder to support the implementation of its development strategy.
As part of the transaction, Activa Capital and Bpifrance Investissement will acquire, through a special purpose vehicle the stake held by Jean-Yves Rivière, chairman of the board of Nexeya, Philippe Gautier, managing director of Nexeya, and Marc Hababou, member of the board of Nexeya, which together hold 29.4 per cent of Nexeya’s total capital.
Activa will also acquire the stake held by Nextstage, BNP Paribas, and Talence Gestion, and part of the stake held by Alto Invest together representing 28.6 per cent of Nexeya’s total Capital.
The completion of this acquisition is subject to the Antitrust Authority approval and could take place by the end of September 2013. As soon as possible after the acquisition of the majority stake, the initiator will file with the French Stock Regulator (the AMF) – in accordance with the terms of the articles 234-2 and subsequent of the General Regulation of the AMF relating to the compulsory filing of a public tender offer – a simplified public tender offer memorandum. This memorandum will relate to the acquisition of the shares of Nexeya not held by the Initiator at the same price per share, subject to the conclusions of the independent expert and to the AMF regulatory clearance.
The board of Nexeya has appointed Crowe Horwath (Olivier Grivillers) as independent expert in charge of preparing a report as regards the financial terms of the public tender offer, in accordance with the article 261-1 I. of the General Regulation of the AMF.
Nexeya requested a suspension of quotation to NYSE Euronext. The quotation will start again on 31 July 2013.
Christophe Parier and Olivier Nemsguern, partners at Activa Capital, say: "We are very pleased to support Nexeya in this new stage of its development. The operation aims at backing Nexeya with a group of reference shareholders which will independently support the company, under the leadership of its current management. Activa Capital and Bpifrance Investissement wish to support the strategy implemented by the management team, which is based on organic growth as well as, when relevant, acquisitions."
Luc Heinrich, head of the generalist growth-capital division of Bpifrance Investissement, says: “This investment alongside Activa Capital shows our commitment to support growth-potential companies by giving them enough time and resources to develop in France and abroad, while strengthening their innovation capability."
